CONDITIONS OF CONTRACT The contractor shall at all times observe and comply with federal and State laws, local laws, ordinances, orders, and regulations existing at the time of or enacted subsequent to the execution of this contract which in any manner affect the completion of the work. The contractor shall indemnify and save harmless the agency and all its officers, representatives, agents, and employees against any claim or liability arising from or based upon the violation of any such law, ordinance, regulation, order or decree by an employee, representative, or subcontractor of the contractor.
Obligations of Contractor 5.01 CONTRACTOR agrees to perform all Services in accordance with the terms and conditions of this Agreement and the Proposal. In the event that the terms of the Proposal shall conflict with the terms of this Agreement or contain additional terms that purport to bind the CITY other than the Services to be rendered and the price for the Services, the terms of this Agreement shall govern and said additional or conflicting terms shall be of no force or effect. 5.02 Except as otherwise agreed by the parties, CONTRACTOR will supply all personnel, materials and equipment required to perform the Services. CONTRACTOR shall provide its own offices, telephones, vehicles and computers and set its own work hours. CONTRACTOR will determine the method, details, and means of performing the Services under this Agreement. 5.03 CONTRACTOR shall keep CITY informed as to the progress of the Services by means of regular and frequent consultations. Additionally, when requested by CITY, CONTRACTOR shall prepare written status reports. 5.04 CONTRACTOR is responsible for paying, when due, all income and other taxes, fees and withholding, including withholding state and federal taxes, social security, unemployment and worker’s compensation, incurred as a result of the compensation paid under this Agreement. ▇▇▇▇▇▇▇▇▇▇ agrees to indemnify, defend and hold harmless CITY for any claims, costs, losses, fees, penalties, interest, or damages suffered by CITY resulting from CONTRACTOR’s failure to comply with this provision. 5.05 In the event CONTRACTOR is required to prepare plans, drawings, specifications and/or estimates, the same shall be furnished in conformance with local, state and federal laws, rules and regulations. 5.06 CONTRACTOR represents that it possesses all required licenses necessary or applicable to the performance of Services under this Agreement and the Proposal and shall obtain and keep in full force and effect all permits and approvals required to perform the Services herein. In the event CITY is required to obtain an approval or permit from another governmental entity, CONTRACTOR shall provide all necessary supporting documents to be filed with such entity. 5.07 CONTRACTOR shall be solely responsible for obtaining Employment Eligibility Verification information from CONTRACTOR’s employees, in compliance with the Immigration Reform and Control Act of 1986, Pub. L. 99-603 (8 U.S.C. 1324a), and shall ensure that CONTRACTOR’s employees are eligible to work in the United States. 5.08 In the event that CONTRACTOR employs, contracts with, or otherwise utilizes any CalPERS retirees in completing any of the Services performed hereunder, such instances shall be disclosed in advance to the CITY and shall be subject to the CITY’s advance written approval. 5.09 Drug-free Workplace Certification. By signing this Agreement, the CONTRACTOR hereby certifies under penalty of perjury under the laws of the State of California that the CONTRACTOR will comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code, Section 8350 et seq.) and will provide a drug- free workplace. 5.10 CONTRACTOR shall comply with all applicable local, state and federal laws, rules, regulations, entitlements and/or permits applicable to, or governing the Services authorized hereunder.
Status of Contracts As of the date hereof, each of the Contracts listed in Section 5.13 of the Parent/Seller Disclosure Letter (collectively, the “Material Contracts”) is in full force and effect and is a valid and binding agreement enforceable against Seller or such relevant Subsidiary and, to the Knowledge of Seller, any other party thereto in accordance with its terms, other than those Material Contracts the failure of which to be in full force and effect or valid and binding would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller, the Asset Transferors and the Acquired Companies (in each case, solely with respect to the Business) are not in, or, to the Knowledge of Seller, alleged to be in, and to the Knowledge of Seller, no other party to any Material Contract is in or alleged to be in, breach or default under any of the Material Contracts other than such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to be material to the Business. Between the Lookback Date and the date hereof, none of Seller, the Asset Transferors, the Acquired Companies or, to the Knowledge of Seller, any other party to any Material Contract has provided or received any notice (whether written or oral) of any intention to terminate or seek renegotiation of, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller has made available to Buyer correct and complete copies of each Material Contract (including all material modifications, amendments and supplements thereto) in effect as of the date hereof. Notwithstanding the foregoing, Seller shall be permitted to make available to Buyer correct and complete copies of Specified IP Contracts included in the Disclosure Letter Update within thirty (30) days after the date of this Agreement, and the failure to have made such Specified IP Contracts available to Buyer on or prior to the date of this Agreement shall not be deemed to be a breach of this Section 5.14.
Payment of Checks, Drafts and Orders Subject to Section 9.5, the Assuming Institution agrees to pay all properly drawn checks, drafts and withdrawal orders of depositors of the Failed Bank presented for payment, whether drawn on the check or draft forms provided by the Failed Bank or by the Assuming Institution, to the extent that the Deposit balances to the credit of the respective makers or drawers assumed by the Assuming Institution under this Agreement are sufficient to permit the payment thereof, and in all other respects to discharge, in the usual course of conducting a banking business, the duties and obligations of the Failed Bank with respect to the Deposit balances due and owing to the depositors of the Failed Bank assumed by the Assuming Institution under this Agreement.
Grouping of contracts To the extent practicable, contracts for goods shall be grouped in bid packages estimated to cost $100,000 equivalent or more each.