FACTS AND PROVISIONS/LEGAL REQUIREMENTS The term of the Agreement shall be from September 1, 2015, through May 31, 2018. The County may terminate its participation in the Agreement by providing 90 days advance written notice to the other participating agencies. The Department will provide its personnel assigned to OPSG Grant Program with all supplies and/or prescribed safety gear, body armor, and/or standard issue equipment necessary to perform OPSG Grant Program activities. The County agrees to defend and indemnify the County of San Diego for any claim, action, or proceeding against the County of San Diego arising solely out of the acts or omissions of the County in the performance of the Agreement. Each party to the Agreement agrees to defend itself from any claim, action, or proceeding arising out of concurrent acts or omissions of the parties. In such a case, each party agrees to retain its own legal counsel, bear its own defense costs, and waive its right to seek reimbursement of such costs except where a court finds and allocates comparative fault. Board approval is required for this Agreement, as the funding amount exceeds the authority previously delegated by the Board to the Sheriff on May 15, 2015. County Counsel has approved the attached Agreement as to form. The Honorable Board of Supervisors 5/17/2016
Incorporation of Recitals and Exhibits The Recitals and each exhibit attached hereto are hereby incorporated herein by reference.
Other Definitions and Provisions With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (i) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form, (j) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including” and (k) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
Takeover Laws and Provisions No party will take any action that would cause the transactions contemplated by this Agreement to be subject to requirements imposed by any Takeover Law and each of them will take all necessary steps within its control to exempt (or ensure the continued exemption of) those transactions from, or if necessary challenge the validity or applicability of, any applicable Takeover Law, as now or hereafter in effect. No party will take any action that would cause the transactions contemplated by this Agreement not to comply with any Takeover Provisions and each of them will take all necessary steps within its control to make those transactions comply with (or continue to comply with) the Takeover Provisions.
Recitals and Exhibits The foregoing recitals and any attached exhibits are material to this Agreement and are incorporated into and made a part of this Agreement.
Incorporation of Schedules and Exhibits The schedules, attachments and exhibits referenced in and attached to this Agreement shall be deemed an integral part hereof to the same extent as if written in whole herein. In the event that any inconsistency or conflict exists between the provisions of this Agreement and any schedules, attachments or exhibits attached hereto, the provisions of this Agreement shall supersede the provisions of any such schedules, attachments or exhibits.
Void Provisions If any provision of this Agreement, as applied to either party or to any circumstances, shall be found by a court of competent jurisdiction to be unenforceable but would be enforceable if some part were deleted or the period or area of application were reduced, then such provision shall apply with the modification necessary to make it enforceable, and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.
SAFETY PROVISIONS It is the essence of this Order that all Services to be performed by Seller shall be done in a safe and good workmanlike manner, free of any accidents. Accordingly, Seller shall promulgate, maintain, and enforce appropriate safety and health rules and procedures (including training) with respect to its personnel and the Work to be performed hereunder, which rules and procedures at a minimum shall be the equivalent of or exceed applicable Buyer safety and health rules. All Services performed hereunder shall fully comply with all lawful governmental safety and health requirements, including the rules and standards established by the Occupational Safety and Health Act of 1970 ("OSHA"), as amended, and any other applicable federal, state and/or local safety or health laws, rules or regulations. Any equipment provided by Buyer to Seller for the benefit of Seller's employees or those of its subcontractors shall be at the sole risk and liability of Seller to make sure that such equipment is fit for the use intended and is in proper working order. XXXXXX AGREES TO INDEMNIFY (INCLUDING ATTORNEYS' FEES) DEFEND, AND TO SAVE HARMLESS BUYER FROM ANY AND ALL CLAIMS OF SELLER, SELLER’S SUBCONTRACTORS, AND THEIR EMPLOYEES ARISING OUT OF THE USE OF ANY EQUIPMENT FURNISHED BY BUYER OR ADVICE GIVEN BY BUYER RELATING TO SUCH EQUIPMENT, TO THE FULLEST EXTENT ALLOWED BY LAW, IT BEING UNDERSTOOD THAT BUYER SHALL NOT BE LIABLE UNDER LAW, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. Seller shall maintain a drug and alcohol-free workforce at all times while on Xxxxx's premises/location. Upon Xxxxx's request, Seller shall provide Buyer with a copy of all accident reports prepared by or submitted to Seller, including all OSHA illness and injury reports.
Recitals and Schedules References to this Agreement include the recitals and schedules which form part of this Agreement for all purposes. References in this Agreement to the Parties are references respectively to the Parties and their legal personal representatives, successors and permitted assigns.
Incorporation of Recitals; Definitions The recitals set forth above are hereby incorporated herein by reference as if set forth in full in the body of this Amendment. Capitalized terms used but not otherwise defined in this Amendment have the respective meanings given to them in the Current Lease.
