|
DocuSign Envelope ID: 9EOODCF9-CB2D-429E-9C75-BECB90054AA3
<br />that currently exist or exist at any time during the term of this Contract. All such records and
<br />information shall be considered confidential and kept confidential by Contractor and Contractor's
<br />staff, agents and employees.
<br />T. COMPLIANCE WITH LAWS: Contractor represents and warrants that services to be provided under
<br />this Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes,
<br />restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not
<br />limited to those issued by County in its governmental capacity and all other laws applicable to the
<br />services at the time services are provided to and accepted by County. Contractor acknowledges
<br />that County is relying on Contractor to ensure such compliance, and pursuant to the requirements
<br />of Article "Z" below, Contractor agrees that it shall defend, indemnify and hold County and County
<br />INDEMNITEES harmless from all liability, damages, costs and expenses arising from or related to
<br />a violation of such laws.
<br />U. FREIGHT (F.O.B. DESTINATION): Prior to the County's express acceptance of delivery of
<br />products, Contractor assumes full responsibility for all transportation, transportation scheduling,
<br />packing, handling, insurance, and other services associated with delivery of all products deemed
<br />necessary under this Contract.
<br />V. SEVERABILITY: If any term, covenant, condition or provision of this Contract is held by a court of
<br />competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof
<br />shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
<br />W. ATTORNEY FEES: In any action or proceeding to enforce or interpret any provision of this Contract,
<br />each party shall bear their own attorney's fees, costs and expenses.
<br />X. INTERPRETATION: This Contract has been negotiated at arm's length and between persons
<br />sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party
<br />had been represented by experienced and knowledgeable independent legal counsel of their own
<br />choosing or has knowingly declined to seek such counsel despite being encouraged and given the
<br />opportunity to do so. Each party further acknowledges that they have not been influenced to any
<br />extent whatsoever in executing this Contract by any other party hereto or by any person representing
<br />them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal
<br />decision that would require interpretation of any ambiguities in this Contract against the party that
<br />has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted
<br />in a reasonable manner to affect the purpose of the parties and this Contract.
<br />Y. EMPLOYEE ELIGIBILITY VERIFICATION: Contractor warrants that it fully complies with all
<br />Federal and State statutes and regulations regarding the employment of aliens and others and that
<br />all its employees performing work under this Contract meet the citizenship or alien status
<br />requirement set forth in Federal statutes and regulations. The Contractor shall obtain, from all
<br />employees performing work hereunder, all verification and other documentation of employment
<br />eligibility status required by Federal or State statutes and regulations including, but not limited to,
<br />the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist
<br />and as they may be hereafter amended. The Contractor shall retain all such documentation for all
<br />covered employees for the period prescribed by the law. The Contractor shall indemnify, defend
<br />with counsel approved in writing by County, and hold harmless, the County, its agents, officers,
<br />and employees from employer sanctions and any other liability which may be assessed against the
<br />Contractor or the County or both in connection with any alleged violation of any Federal or State
<br />statutes or regulations pertaining to the eligibility for employment of any persons performing work
<br />under this Contract.
<br />Z. INDEMNIFICATION PROVISIONS: Contractor agrees to indemnify, defend with counsel approved
<br />in writing by County, and hold County, its elected and appointed officials, officers, employees,
<br />agents and those special districts and agencies which County's Board of Supervisors acts as the
<br />governing Board ("County Indemnitees") harmless from any claims, demands or liability of any
<br />County of Orange, County Procurement Office Page 7 of 26 RCA-017-23010049
<br />Legal Notice, Public Awareness Advertising and Publishing File No. 2415301 Daily Journal Corporation
<br />Services
<br />
|