Vacancies and Newly Created Directorships Except as otherwise provided by applicable law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Amended and Restated Certificate of Incorporation and the Sponsor Stockholders Agreements. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.
INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES Consultant shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officials, officers, employees, agents, contractors, consultants, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, contractors, consultants, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
VACANCIES AND NEW POSITIONS 3.3.1 During the work year, written notices of vacancies and new positions within the bargaining unit will be posted on the District jobs website for not less than five (5) working days. For an applicant to be considered for a vacant or new position, they must:
a. Submit their online application and all other required application materials no later than five (5) working days from the first day of the posting, and
b. Possess the minimum skills and qualifications applicable to the vacant or new position.
3.3.2 A vacancy is an open position within the bargaining unit or non represented groups over 10 hours per week (i.e., 2.1 hours per day). Employees who meet the posted qualifications will receive an interview for the position upon application. Applicants not receiving an interview or offer of position will be given feedback, upon request. Skill tests will not normally be required if the skill requirements of the new position are not greater than the applicant's current assignment unless the skill test is deemed necessary to determine the most qualified applicant. Positions will be filled by any present or prospective employee based upon affirmative action requirements, experience, and job qualifications for the position. If two finalists are considered equal, then the applicant from within the district with the most bargaining unit seniority will be selected for bargaining unit positions.
3.3.3 Employees transferred to new positions in the bargaining unit will receive salary credit at full value for all prior experience gained within the bargaining unit.
3.3.4 Current employees within the bargaining unit who are accepted for a position under Section 3.3.2 above will be given a thirty (30) work day work trial. If the employee's performance on the new job is not satisfactory, she/he will be returned to her/his former position or to another suitable position. Absent just cause for termination, such employee will not be terminated due to her/his unsatisfactory performance during the thirty (30) day trial period.
3.3.5 Increased hours at the worksite will be offered first to the most senior employees within the classification, if qualified as determined by the supervisor at the worksite, providing they have a work schedule which can accommodate the additional hour(s) within a normal work week. The number of hours per week may be offered up to ten (10) hours, but may not result in a combined assignment of more than forty (40) hours per week. Employees wishing more hours of work will notify their supervisor/building administrator in writing.
3.3.6 Summer school assignments will be offered on a seniority basis, except that those employees who carry out the job during the course of the regular work year will receive first choice of refusal.
3.3.7 If the school district uses a numerical staffing formula to assign employees to schools based on enrollment, employee hours will be adjusted in October of the school year to reflect actual enrollment. The formula results and adjusted hours will be provided to the association president(s) by October 15.
3.3.8 The district will provide at least a two (2) week written notice of paraeducator hour reduction due to a decreased student overload factor.
3.3.9 An employee involuntarily transferred to a new position with a different job title will suffer no loss in hourly rate of pay. The transferred employee will be placed on the same experience step as in the previous position. An employee transferred to a position with a lower hourly rate of pay will be required to seek to restore lost pay by applying for open positions within the department for which he/she is qualified. An employee may choose to decline up to three (3) positions that will make him/her whole. Following the third (3rd) decline, any enhanced pay, travel time, and/or mileage reimbursements will end.
3.3.10 When reassignments are too numerous to fill individually, the district will schedule a reassignment meeting. The district will display all open positions and the current seniority list. Employees facing reassignment will be required to attend either in person or by proxy. By seniority, employees must select from any open position for which they are qualified to restore any lost hours. Such restoration cannot exceed thirty (30) additional minutes over lost hours. If hours cannot be restored with open positions by seniority, employees may bump the least senior person. Bumping will occur in the following order, first by the department in which they have lost hours and then by any other departments in which they retain seniority. Multiple reassignment meetings may be necessary.
3.3.11 Employees who have been reassigned will have priority rights, by seniority, to open positions for which they are qualified for up to twenty-four months. Reassigned employees will be required to communicate in writing, in person, by proxy, or by email their interest in a position in the pool no later than 4:00 PM of the day the position closes, if the position will make them whole. If employees have not responded by 4:00 PM of the day the position closes, they have declined the position. Notice of assignment will be provided via phone and follow-up letter within five (5) working days.
CONSULTANT’S RESPONSIBILITIES In addition to all other obligations contained herein, the Consultant agrees, warrants, and represents that:
6.1 The Consultant will furnish all material, equipment, labor and supplies in such quantities and of the proper quality to professionally and timely perform the Services, except as otherwise mutually agreed by the Parties;
6.2 The Consultant shall perform the Services with the professional skill and care ordinarily provided by competent consultants practicing in the same or similar locality and under the same or similar circumstances and professional license;
6.3 The Consultant will comply with the provisions of all federal, state, and local laws, regulations, ordinances, requirements and codes which are applicable to its performance of Services;
6.4 The Consultant is not and will not be bound by any agreement and has not assumed nor will assume any obligation which would, in any way, restrict its ability to perform the Services or be inconsistent with the Services;
6.5 In performing the Services, the Consultant will not use any third party’s confidential or propriety information, or infringe the rights of another party, nor will the Consultant disclose to the Authority, or bring onto the Authority’s premises, or induce the Authority to use any third party’s confidential or proprietary information;
6.6 The Consultant does not have the authority to act for the Authority, bind the Authority in any respect, or incur any debts or liabilities in the name of or on behalf of the Authority, except as otherwise expressly authorized in writing by the Authority;
6.7 Consultant is an independent contractor for the performance of his duties under this Contract. Accordingly, the Consultant shall be responsible for payment of all taxes including federal, state and local taxes arising out of the Consultant’s activities in accordance with this Contract. Consultant is responsible for payment of the compensation, including any withholding, Social Security, or other taxes on such compensation, of any subcontractors retained by Consultant, or Consultant's employees performing Services consistent with its status as an independent contractor and in compliance with all applicable laws and regulations;
6.8 Consultant has and hereby retains full control of any supervision over the Consultant’s obligations hereunder and over any persons employed or subcontracted by the Consultant for performing Services hereunder;
6.9 Consultant will in no way be considered an agent, partner, joint venturer, or employee of Authority at any time during the Term. Consultant will not undertake to commit Authority to any course of action in relation to a third party unless expressly requested and authorized to do so by the Authority in writing.
6.10 As of the Effective Date and at all times while providing Services hereunder, the Consultant shall possess and maintain in good standing any and all licenses or other authorizations and approvals necessary to perform the Services.
Client’s Responsibilities (a) Client agrees to advise Consultant regarding Client's Project requirements and to provide all relevant information, surveys, data and previous reports accessible to Client which Consultant may reasonably require.
(b) Client shall designate a Project Representative to whom all communications from Consultant shall be directed and who shall have limited administrative authority on behalf of Client to receive and transmit information and make decisions with respect to the Project. Said representative shall not, however, have authority to bind Client as to matters of governmental policy or fiscal policy, nor to contract for additions or obligations exceeding a value which is the lesser of $5000 or 5% of the maximum contract price.
(c) Client shall examine all documents presented by Consultant, and render decisions pertaining thereto within a reasonable time. The Client's approval of any drawings, specifications, reports, documents or other materials or product furnished hereunder shall not in any way relieve Consultant of responsibility for the professional adequacy of its work.
(d) Client shall perform its obligations and render decisions within a reasonable time under the circumstances presented. Based upon the nature of Client and its requirements, a period of 14 days shall be presumed reasonable for any decision not involving policy decision or significant financial impact, when all information reasonably necessary for Client to responsibly render a decision has been furnished. A period of 46 days shall be presumed reasonable for Client to act with respect to any matter involving policy or significant financial impact. The above periods of presumed reasonableness shall be extended where information reasonably required is not within the custody or control of Client but must be procured from others.
Vendor Responsibilities Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED IN C-M, O-S, V-W. Indemnification
Services to Other Clients Nothing herein contained shall limit the freedom of the Adviser or any affiliated person of the Adviser to render investment management and administrative services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities.
Newly Created Directorships and Vacancies Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.
Licensee Responsibilities Licensee is responsible for Licensee’s Users’ compliance with this Agreement. Licensee is responsible for all of Licensee’s uses and accounts. Licensee will be responsible for maintaining the security of Licensee’s accounts, passwords and files. Licensee and Users cannot share Licensee’s accounts or passwords or allow any third party to use Licensee’s accounts or passwords. Licensee will exercise reasonable precautions to prevent unauthorized use of the Software.
Time Off for Union Activities The employer agrees to grant the necessary time off, without discrimination or loss of seniority rights and without pay, to any employee designated by the Union to attend a labor convention provided that there is two-week notice of any union convention. Due consideration shall be given to the number of personnel affected in order that there shall be no disruptions of employer's operations due to lack of available employees.
