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8. Confidentially' All data produced or compiled by Contractor shall ha consider~l confidential unless it can be obtained as public
<br /> record and shall not be shard with a third party without the prior written consent of County. All financial, statistical, pe~onal,
<br /> technical, and other data and information relating to the County's operations which is made available to the ConUuctor in order to
<br /> camj out this Agreement shall be presumed to be confidential. Contractor shall protect said data and information fi.om unauthorized
<br /> use and disclosure by the observance of the same or more effective procedur~ as the County requires of its own pomunnel. The
<br /> Contractor shall not, however, be required by this paragraph to keep oantldential any data or information which is or becomes
<br /> pubholy available, is already righlfully in the Contractor's possession, is independently developed by the Contractor outside the
<br /> scope of the Agreement or is rightfully obtained fi.om third parties.
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<br />9. ~ Contlactor shall not assign this Agreement or any portion thereof to a third party without the prior written
<br /> consent of County, and any attempted assi~ment without such prior wlitteo consent in violatioll of this Section shall automatically
<br /> terminate this Armament.
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<br />10. Termination of A ertl The County Purchasing Agent may, at any lime fi.om execution of Agreement, terminate this
<br /> Agreeanent, in whole or in part, for the convenience of the County, by giving written notloe specifying the effective date and scope
<br /> of such termination. Termination shall be effective on a date not less than thirty days fi.om notice. In the event of temainstion, all
<br /> finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hareatter referred to as materials)
<br /> prepan~ by Contractor under this Agreement shall becoma the prupe~t of the County and shall be promptly delivered to the
<br /> County. In the event of temUnation, Conmsctor shall be paid for all work satisfactorily performed until termination, exeapt wha~
<br /> the conlracting department datemlines the quality or qlmntity of the work performed is unacceptable. Such payment shall be that
<br /> portion of-the full payment, which is determined by comparing the work/services completed to the work/services required by the
<br /> Agreement.
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<br />11. Pa~anent of Permits/Licenses h shall be the Contractor's responsibility to obtain any license, permit or approval required from
<br /> any agency for work/services to be perfomled at his/her own expense, prior to commencement of said work/services or forfeit any
<br /> right to compensation undar this Agre~mant.
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<br />t2. Non-Discriminatian No person shall be excluded fi.om participation in, denied benefits of, or be subjeci to discrimination under
<br /> this Agreement on the basis of their race, color, religion, national origin, age, sex, sexual oriantetion, pregnaucy, childbirth or
<br /> related conditions, medical condition, mental or physical disability or veteran's status. Conmsotor shall ensure full compliance with
<br /> federal, state and local laws, Girectives and executive orders rel3ardin$ non-discrimination for all employees and Subconlractors
<br /> under this Agreement.
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<br /> Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject the
<br /> Contractor to penalties, to be determined by the County Manager, including but not limited to: i) termination of this Agreement;
<br /> ii) disqualification of the Conlraotor fi.om bidding on or being awarded a County contract for a period of up to 3 yecm (up to 5 years
<br /> for equal benefits vinlcfion); liquidated daroages of $2,500 per violation; iv) imposition of other appropriate conlractual and civil
<br /> rome&es and sanctions, as determined by the County Manager.
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<br /> ' To effectuate the provisions of this paraslaph, the County 1V~snager shall have the authority to i) examine C_,olltractor's employment ·
<br /> . records with respect to compliance with this paragraph; ii) set offall or any portion of the amount deseribed in this paragraph
<br /> ag, altar amounts due Conlractor under the Contraat or any Contract between Contractor and County.
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<br /> Contractor shall report to the County Manager the filing by any person in any court of any complaint of disorlmlnation or the filing
<br /> by a person of any and all charges with the Equal Employment Opportunity commission, the Fair Employment and Housing
<br /> Commission or any other entity charged with the investigation of allegntions within 30 days of such filing, provided that within
<br /> such 30 days such entity has notified Contractor that such charges am dismissed or otheawise unfounded. Such notification shall
<br /> include the name of the complainant, a copy of such complaint and a description of the cimumstance. Contractor shall provide
<br /> County with a copy of their response to the Complaint when filed.
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<br />13. Equal Benefits With respect to the provision of employee benefits, all Countsaotom with enntructs over $5,000 shall comply with
<br /> the County Ordinance which prohibits contractors from disorlminatinG in the provision of employee benefits betweerl an employee
<br /> with a domestic Parmer and an employee with a spouse.
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<br />14. Retention of Record,s Contractor shall maintain all records related to this Agreement for no less than three years after the County
<br /> makes final payment or after tenninaiion of thls contract and all other pending mattea~ are closed. All records shall be subject to the
<br /> examination and/or audit by agents of the County, the State of California and/or Federal grantor agencies.
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<br />15. Merger Clause This Agi~,~ement, including Exhibit 'A# atlached hereto and incorporated herein by reference, constitutes the sole
<br /> Agreement of the parties hereto and correctly states the rights, duties, and obligations of esch party as of this document's date. Any
<br /> prior agreement, promises, negotiations, or mpreseniafions between the parties not expressly stated in this document are not
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