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8. Confidentiality. All data produced or compiled by Contractor shall be considered confidential unless it can be
<br />obtained as public record and shall not be shared with a third party without the prior written consent of County. All
<br />financial, statistical, personal, technical, and other data and information relating to County's operations which is made
<br />available to Contractor in order to carry out this Agreement shall be presumed to be confidential. Contractor shall
<br />protect said data and information from unauthorized use and disclosure by the observance of the same or more
<br />effective procedures as County requires of its own personnel. Contractor shall not, however, be required by this
<br />paragraph to keep confidential any data or information, which is or becomes publicly available, is already rightfully in
<br />Contractor's possession, is independently developed by Contractor outside the scope of the Agreement or is rightfully
<br />obtained from third parties.
<br />9. Health Insurance Portability and Accountability Act of 1996 (HIPAAI. Contractor shall perform all services in
<br />accordance with HIPAA, and the Federal regulations promulgated thereunder, as amended, and will comply
<br />with the Business Associate requirements set forth in Exhibit C.
<br />10. Non-Assignability. Contractor shall not assign this Agreement or any portion thereof to a third party without the ,
<br />prior written consent of County, and any attempted assignment without such prior written consent in violation of this
<br />Section automatically shall terminate this Agreement.
<br />11. Termination of Agreement. The Director of Health Services may, at any time from execution of this Agreement,
<br />terminate this Agreement, in whole or in part, for the convenience of County, by giving written notice specifying the
<br />effective date and scope of such termination. Termination shall be effective on a date not less than thirty (30) days
<br />fronanotice. In the event of termination, all finished or unfinished documents, data, studies, maps, photographs,
<br />reports, and materials (hereafter referred to as materials) prepared by Contractor under this Agreement shall become
<br />the property of County and shall be promptly delivered to County. In the event of termination, Contractor shall be paid
<br />for all work satisfactorily performed until termination, except where the contracting department determines the quality
<br />or quantity of the work performed is unacceptable. Such payment shall be that portion of the full payment, which is
<br />determined by comparing the work/services completed to the work/seroices required by the Agreement.
<br />12. Payment of~Permits/Licenses. It shall be Contractor's responsibility to obtain any license, permit, or approval
<br />required from any agency for work/services to be performed at his/her own expense, prior to commencement of said
<br />work/services or forfeit any right to compensation under this Agreement. "
<br />13. Non-Discrimination. No person shall be excluded from participation in, denied benefits of, or be subject to
<br />discrimination under this Agreement on the basis of their race, color, religion, national origin, age, sex, sexual
<br />orientation, pregnancy, childbirth or related conditions, medical condition, mental or physical disability, or veteran's
<br />status. Contractor shall ensure full compliance with federal, state, and local laws, directives, and executive orders
<br />regarding non-discrimination for all employees and Subcontractors under this Agreement:
<br />Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and
<br />subject Contractor to penalties, to be determined by the County Manager, including, but not limited to: i) termination
<br />of this Agreement; ii) disqualification of Contractor from bidding on or being awarded a County contract for a period of
<br />up to three (3) years; iii) liquidated damages of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) per violation;
<br />iv) imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County
<br />Manager.
<br />To effectuate the provisions of this paragraph, the County Manager shall have the authority to: i) examine
<br />Contractors employment records with respect to compliance with this paragraph; ii) set off all or any portion of the
<br />amount described in this paragraph against amounts due to Contractor under the Contract or any other contractor
<br />between Contractor and County.
<br />Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination
<br />or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair
<br />Employment and Housing Commission or any other entity charged with the investigation of allegations within thirty
<br />(30) days of such filing, provided that within such thirty (30) days such entity has not notified Contractor that such
<br />charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy
<br />of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of its response
<br />to the complaint when filed.
<br />Revised 2100
<br />Distribution -1 copy to each: Purchasing, Controller, Contractor, and Department Page 2 of 3
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