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DocuSign Envelope ID: 85813D13-C988-407D-B813-593168504340
<br />H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in
<br />this Contract, Contractor shall be solely responsible for clearing the right to use any patented or
<br />copyrighted materials in the performance of this Contract. Contractor warrants that any software as
<br />modified through services provided hereunder will not infringe upon or violate any patent,
<br />proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with
<br />the more specific requirement contained in paragraph "Z" below, it shall indemnify, defend and hold
<br />County and County Indemnitees harmless from any and all such claims and be responsible for
<br />payment of all costs, damages, penalties and expenses related to or arising from such claim(s),
<br />including, costs and expenses but not including attorney's fees.
<br />I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the
<br />heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the
<br />performance of this Contract nor any portion thereof may be assigned by Contractor without the
<br />express written consent of County. Any attempt by Contractor to assign the performance or any
<br />portion thereof of this Contract without the express written consent of County shall be invalid and
<br />shall constitute a breach of this Contract.
<br />J. Non -Discrimination: In the performance of this Contract, Contractor agrees that it will comply with
<br />the requirements of Section 1735 of the California Labor Code and not engage nor permit any
<br />subcontractors to engage in discrimination in employment of persons because of the race, religious
<br />creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
<br />marital status, or sex of such persons. Contractor acknowledges that a violation of this provision
<br />shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code.
<br />K. Termination: In addition to any other remedies or rights it may have by law, County has the right
<br />to immediately terminate this Contract without penalty for cause or after 30 days' written notice
<br />without cause, unless otherwise specified. Cause shall be defined as any material breach of contract,
<br />any misrepresentation or fraud on the part of the Contractor. Exercise by County of its right to
<br />terminate the Contract shall relieve County of all further obligation.
<br />L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived
<br />and no breach excused, unless such waiver or consent shall be in writing and signed by the party
<br />claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the
<br />other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other
<br />different or subsequent breach.
<br />M. Independent Contractor: Contractor shall be considered an independent contractor and neither
<br />Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an
<br />employee of County. Neither Contractor, its employees nor anyone working under Contractor shall
<br />qualify for workers' compensation or other fringe benefits of any kind through County.
<br />N. Performance: Contractor shall warrant all work under this Contract, taking necessary steps and
<br />precautions to perform the work to County's satisfaction. Contractor shall be responsible for the
<br />professional quality, technical assurance, timely completion and coordination of all documentation
<br />and other goods/services furnished by the Contractor under this Contract. Contractor shall perform
<br />all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary
<br />labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain
<br />and maintain all permits and licenses required by public authorities, including those of County
<br />required in its governmental capacity, in connection with performance of the work. If permitted to
<br />subcontract, Contractor shall be fully responsible for all work performed by subcontractors.
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