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<br />10. Termination of Al!reement The County Purchasing Agent may, at any time from execution of Agreement, terminate this Agreement,
<br />in whole or in part, for the convenience of the County, by giving written notice specifying the effective date and scope of such
<br />termination. Termination shall be effective on a date not less than thirty days from notice. In the event of termination, all finished or
<br />unfinished documents, data, studies, maps, photographs, reports, and materials (hereafter referred to as materials) prepared by Contractor
<br />under this Agreement shall become the property of the County and shall be promptly delivered to the County. In the event of
<br />termination, Contractor shall be paid for all work satisfactorily performed until termination, except where the contracting department
<br />determines the quality or quantity of the work performed is unacceptable. Such payment shall be that portion of the full payment, which
<br />is determined by comparing the work/services completed to the work/services required by the 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 any
<br />agency for work/services to be performed at his/her own expense, prior to commencement of said work/services or forfeit any right to
<br />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 this
<br />Agreement on the basis of their race, color, religion, national origin, age, sex, sexual orientation, pregnancy, childbirth or related
<br />conditions, medical condition, mental or physical disability or veteran's status. Contractor shall ensure full compliance with federal, state
<br />and local laws, directives and executive orders regarding non-discrimination for all employees and Subcontractors under this Agreement.
<br />The Contractor shall comply fully with the non-discrimination requirements required by 41 CFR 60-741.5(a), which is incorporated
<br />herein as if fully set forth.
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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; ii)
<br />disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 3 years; iii) liquidated
<br />damages of $2,500 per violation; iv) imposition of other appropriate contractual and civil remedies and sanctions, as determined by the
<br />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 against
<br />amounts due to Contractor under the Contract or any other 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 or the filing by
<br />any 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 such 30
<br />days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the
<br />name of the complainant, a copy of such complaint and a description of the circumstance. Contractor shall provide County with a copy
<br />of its response to the Complaint when filed.
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<br />Section 504 applies only to contractors who are providing services to member of the public. Contractor shall comply with Section 504 of
<br />the Rehabilitation Act of 1973, which provides that no otherwise qualified handicapped individual shall, solely by reason of a disability,
<br />be excluded from the participation in, be denied the benefits of, or be subjected to discrimination in the performance of this contract.
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<br />13. Equal Benefits With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits
<br />contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee
<br />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. 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. Merl!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 prior
<br />agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All
<br />subsequent modifications shall be in writing and signed by the County Purchasing Agent. In the event that any term, condition,
<br />provision, requirement or specification set forth in this body of the agreement conflicts with or is inconsistent with any term, condition,
<br />provision, requirement or specification in any exhibit and/or attachment to this agreement, the provisions of this body of the agreement
<br />shall prevail. This Agreement, or facsimile proposal of the Agreement, constitutes the entire Agreement between County and
<br />Contractor. Further, liability referenced to in section 6 is limited to Contractor's negligence during the Contractor's performance under
<br />this contract.
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<br />16. Governinl! Law This Agreement, including any exhibits, shall for all purposes be deemed subject to the laws of the State of California,
<br />and in the event of a lawsuit concerning this Agreement shall be venued in the County of San Mateo.
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