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<br />8.
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<br />Confidentiality All data produced or compiled by Contractor shall be considered confidential unless it can be obtained as public
<br />record ana shall not be shared with a third party without the prior written consent of County. All financial, statistical, personal,
<br />technical, and other data and information relating to the County's operations which is made available to the Contractnr in order to
<br />carry out this Agreement shall be presumed to be confidential. Contractor shall protect said data and information from unauthorized
<br />use and disclosure by the observance of the same or more effective procedures as the County requires of its own personnel. The
<br />Contractor shall not, however, be required by this paragraph to keep confidential any data or information which is or becomes
<br />publicly available, is already rightfully in the Contractor's possession, is independently developed by the Contractor outside the
<br />scope of the Agreement or is rightfully obtained from third parties,
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<br />Non-Assie:nability Contractor shall not assign this Agreement or any portion thereof to a third party without the prior written
<br />consent of County, and any attempted assignment without such prior written consent in violation of this Section shall automatically
<br />terminate this Agreement,
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<br />9.
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<br />10. Termination of Ae:reement The County Purchasing Agent may, at any time from execution of Agreement, terminate this
<br />Agreement, in whole or in part, for the convenience of the County, by giving written notice specifying the effective date and scope
<br />of such termination. Termination shall be effective on a date not less than thirty days from notice, In the event of termination, all
<br />finished or unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials)
<br />prepared by Contractor under this Agreement shall become the property of the County and shall be promptly delivered to the
<br />County. In the event of termination, Contractor shall be paid for all work satisfactorily performed until termination, except where
<br />the contracting department determines the quality or quantity 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. Payment of Permits/Licenses It shall be the Contractor's responsibility to obtain any license, permit or approval required from
<br />any agency for work/services to be performed at hislher own expense, prior to commencement of said work/services ùr forfeit any
<br />right to compensation under this Agreement.
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<br />12. Non-Discrimination No person shall be excluded from participation in, denied benefits of, or be subject to discrimination under
<br />this Agreement on the basis of their race, color, religion, national origin, age, sex, sexual orientation, pregnancy, childbn1h or
<br />related conditions, medical condition, mental or physical disability or veteran's status. Contractor shall ensure full compliance with
<br />federal, state and local laws, directives and executive orders regarding non-discrimination for all employees and Subcontractors
<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 Contractor from bidding on or being awarded a County contract for a period of up to 3 years (up to 5 years
<br />for equal benefits violation); liquidated damages of $2,500 per violation; iv) imposition of other appropriate contractual and civil
<br />remedies and sanctions, as determined by the County Manager.
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<br />To effectuate the provisions of this paragraph, the County Manager shall have the authority to i) examine Contractor's employment
<br />records with respect to compliance with this paragraph; ii) set off all or any portion of the amount described in this paragraph
<br />against amounts due Contractor under the Contract 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 discrimination ùr 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 allegations within 30 days of such filing, provided that within
<br />such 30 days such entity has notified Contractor that such charges are dismissed or otherwise unfounded, Such notification shall
<br />include the name of the complainant, a copy of such complaint and a description of the circumstance, Contractor shall provide
<br />County with a copy of their response to the Complaint when filed,
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<br />l3. EQual Benefits With respect to the provision of employee benefits, all Contractors with contracts over $5,000 shall comply with
<br />the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee
<br />with a domestic partner and an employee with a spouse,
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<br />14. Retention of Records Contractor shall maintain all records related to this Agreement for no less than three years after the County
<br />makes final payment or after termination of this contract and all other pending matters are closed, A 11 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. Mere:er Clause This Agreement, including Exhibit "A" attached hereto and incorporated herein by reference, constitutes the sole
<br />Agreement of the parties hereto and correctly states the rights, duties, and obligations of each party as of this document's date, Any
<br />prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not
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<br />Distribution -1 copy to each: Purchasing Agent Controller. Contractor and Depanment 01 Public Works
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<br />Revised 01102
<br />Page 2
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