MAINTENANCE OF STANDARDS The Employer agrees, subject to the following provisions, that all conditions of employment in his/her individual operation relating to wages, hours of work, overtime differentials and general working conditions shall be maintained at not less than the highest standards in effect at the time of the signing of this Agreement, and the conditions of employment shall be improved whenever specific provisions for improvement are made elsewhere in this Agreement.
OMB Standards Unless specified otherwise within this agreement, the Subrecipient shall procure all materials, property, or services in accordance with the requirements of 24 CFR 84.40−48.
Incorporation of Standard Terms Except as otherwise provided herein, all of the provisions of the Standard Terms are hereby incorporated herein by reference in their entirety, and this Series Supplement and the Standard Terms shall form a single agreement between the parties. In the event of any inconsistency between the provisions of this Series Supplement and the provisions of the Standard Terms, the provisions of this Series Supplement will control with respect to the Series 2001-3 Certificates and the transactions described herein.
General Standards An Assistant Professor will be competent to teach in a particular field, will be current in the literature of that field, and will seek to meet student needs in both the classroom and in non-classroom environments. However, an Assistant may be a junior member of the academic community, with little professional and/or teaching experience. Furthermore, an Assistant may have little experience in curriculum development, committee work, governance, professional and/or community service, etc. In short, an Assistant Professor generally will be new to tenure-track college teaching. For eligibility for promotion from Assistant to Associate Professor, the candidate must have served a minimum of four (4) years at the rank of Assistant Professor, and must show evidence that he/she has grown professionally and consistently has sought to meet student needs, in both the classroom and in non-classroom environments. A successful candidate for the rank of Associate Professor will have remained current in the field, and will have improved his/her teaching in some demonstrable way. He/she also will have demonstrated professional growth in one or more of the following ways: completion of additional appropriate course work (if applicable), attendance at professional conferences, service on campus and/or District committees, professional and/or community service, or, the production of some creative work. Evidence of professional growth will be drawn from a careful analysis of student evaluations and peer evaluations over a period of time, and from a critical reading of materials submitted by the candidate. For promotion from Associate to Professor, the candidate must have served a minimum of four (4) years at the rank of Associate Professor, and must show evidence that he/she has grown professionally to a point where he/she has mastered both a particular field of knowledge and the teaching of that knowledge. A successful candidate must show evidence that he/she consistently has sought to meet student needs, in both the classroom and non-classroom environments. A Professor should be a senior member of the faculty, one who has such substantial experience, knowledge, and skill that he/she could mentor junior faculty in his/her area of expertise. A Professor will have demonstrated all the same kinds of achievements and attributes necessary for promotion to the Associate Professor rank, but in addition will demonstrate that he/she is a leader in some appropriate sense. Evidence of professional growth and leadership will be drawn from a careful analysis of student evaluations and peer evaluations over a period of time, and from a critical reading of materials submitted by the candidate.
Operating Standards (A) Distributor and its Dealer(s) shall conduct the operation of their respective businesses related to the resale of the Product(s) in a clean and safe manner and shall otherwise conduct no business which could interfere with the sale of Product(s) or damage the goodwill of the Valero brand or the Marks. Without limiting the foregoing, Distributor and its Dealer(s) shall, at all times during the term of this Agreement, fully comply with VMSC’s then current “Basic Operational Requirements” which Distributor acknowledges have been received and reviewed by Distributor. Furthermore, without limiting any provision to the contrary herein, Distributor and its Dealer(s) shall fully comply with VMSC’s “Commitment to Excellence Requirements”, which Distributor acknowledges have been received and reviewed by Distributor. As of the Commencement Date, Distributor and its Dealer(s) agree to participate in the Commitment to Excellence Program (“CTE Program”). The CTE Program provides that each Station meets the established Commitment to Excellence Requirements which consists of requirements from each of the following VMSC documents: VMSC’s Basic Image Requirements, Wholesale Branding Manual, and Basic Operational Requirements. VMSC reserves the right to amend, change, or otherwise modify the “Basic Operational Requirements”, “Commitment to Excellence Requirements” and the “CTE Program” from time to time, in VMSC’s sole and absolute discretion.
(B) Distributor and its Dealer(s) shall comply with all Laws of any governing authority or agency having jurisdiction or purporting to have jurisdiction relating to the handling, storage, testing, sale, distribution, transportation, and/or use of the Product(s) and shall further comply with all rules, guidelines, and procedures of VMSC in connection with the loading, transportation, handling, storing, testing, selling, dispensing, and/or use of the Product(s).
(C) Subject to Paragraph 12 of this Agreement, Distributor and its Dealer(s) shall continuously offer at least three grades of “Valero” branded gasoline at each Station.
(D) Distributor and its Dealer(s) will utilize and maintain updated point of sale systems as required by VMSC. VMSC also reserves the right to install, and Distributor and its Dealer(s) agree to utilize, update and maintain, other automated systems, at Distributor’s cost, as required by VMSC, including but not limited, such systems necessary to poll, at frequencies determined by VMSC, each Station’s Product sales.
(E) VMSC may inspect or review compliance by Distributor and its Dealer(s) with the requirements of this Paragraph 8 in any reasonable manner that VMSC determines, including, but not limited to, announced and unannounced visits.
(F) Distributor expressly understands and agrees that a confidential relationship is established between VMSC and Distributor under this Agreement and that, as a result thereof, VMSC will be disclosing and transmitting to Distributor certain confidential and proprietary information in connection with the Distributor’s operation of the Station. Distributor hereby agrees that Distributor shall not, during the term of this Agreement or thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association or corporation and, following the expiration or termination of this Agreement, shall not use for the benefit of Distributor, or any of its principals, any confidential information, knowledge or know-how concerning the methods of operation (including pricing) of the Station which may be communicated to Distributor or its principals or of which they may be apprised in connection with the operation of the Station(s) under the terms of this Agreement. Distributor shall divulge such confidential information only to such of Distributor’s employees as must have access to it in order to operate the Station(s). Any and all information, knowledge, know-how, techniques and any materials used in or related to the Station which VMSC provides to Distributor in connection with this Agreement shall be deemed confidential for purposes of this Agreement. Such confidential information does not include information that, at the time it was disclosed to or learned by Distributor, was part of the public domain, nor information that, after the time it was disclosed to or learned by Distributor, became part of the public domain through disclosure, publication or communication by persons other than Distributor or its employees. Distributor shall not at any time, without VMSC’s prior written consent, copy, duplicate, record or otherwise reproduce such materials or information, in whole or in part, nor otherwise make the same available to any unauthorized person.
(G) Distributor acknowledges that strict compliance with the terms and conditions of this Paragraph 8 is a material and important part of the consideration for this Agreement.
Interpretation and Applicable Law This Agreement shall be construed and interpreted in accordance with the laws of the state in which the Real Property is located. Where required for proper interpretation, words in the singular shall include the plural; the masculine gender shall include the neuter and the feminine, and vice versa. The terms “successors and assigns” shall include the heirs, administrators, executors, successors, and assigns, as applicable, of any party hereto.
Certain Rules of Interpretation In this Agreement, unless otherwise specified:
Interpretation and Governing Law This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.
Summary of State Ethics Laws Pursuant to the requirements of section 1-101qq of the Connecticut General Statutes, the summary of State ethics laws developed by the State Ethics Commission pursuant to section 1-81b of the Connecticut General Statutes is incorporated by reference into and made a part of the Contract as if the summary had been fully set forth in the Contract.
Principles of Interpretation The following principles of interpretation apply to this Settlement Agreement:
