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10. EMPLOYEES OF AGENCY
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<br />AGENCY shall be responsible for the cost of regular pay to its employees, as well as cost
<br />of vacation, vacation replacement, sick leave, severance pay and pay for legal holidays.
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<br />AGENCY shall also pay all federal and state payroll taxes for its employees and shall
<br />maintain worker's compensation and liability insurance for each of its employees.
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<br />AGENCY, its officers, employees, agents, or representatives shall in no sense be
<br />considered employees or agents of DISTRICT nor shall AGENCY, its officers,
<br />employees, agents or representatives be entitled to or eligible to participate in any
<br />benefits, privileges, or plans, given or extended by DISTRICT to its employees.
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<br />OWNERSHIP - Title and full ownership rights to any products purchased or developed under
<br />this Contract shall at all times remain with AGENCY.
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<br />NON-DISCRIMINATION - In the performance of this Contract, AGENCY shall not
<br />discriminate in recruiting, hiring, promotion, demotion, or termination practices on the basis of
<br />race, religious creed, color, natural origin, ancestry, sex, age, or physical handicap and shall
<br />comply with the provisions of the California Fair Employment & Housing Act (Government
<br />Code Section 12900, et seq.), the Federal Civil Rights Act of 1964 (P.L. 88-352) and all
<br />amendments thereto, Executive Order No. 11246 (30 Federal Register 12319), and ail
<br />administrative rules and regulations issued pursuant to said Acts and Order. AGENCY shall
<br />likewise require each sub-AGENCY to comply with this paragraph and shall include in each such
<br />subcontract language similar to this paragraph.
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<br />ASSIGNMENT - The rights granted hereby may not be assigned, sold, licensed, or otherwise
<br />transferred by either party without the written consent of the other, and any attempt by either
<br />party to do so shall be void upon inception.
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<br />NON-EFFECT OF WAIVER - AGENCY or DISTRICT failure to insist upon the performance of
<br />any or all of the terms covenants or conditions of this Contract, or failure to exercise any rights or
<br />remedies hereunder, shall not be construed as a waiver or relinquishment of the future
<br />performance of any such terms, covenants or conditions or of the future exercise of such rights or
<br />remedies, unless otherwise provided for herein.
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<br />ATTORNEY'S FEES - In the event any legal proceeding or action (including arbitration) is filed
<br />in connection with the enforcement or interpretation of this Contract, each party shall bear its own
<br />Attorney's fees and costs.
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<br />FORCE MAJEURE - Neither DISTRICT nor AGENCY shall be liable or deemed to be in
<br />default for any delay or failure in performance under this Contract or intelTuption of services
<br />resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy,
<br />war, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, or any
<br />similar cause beyond the reasonable control of DISTRICT or AGENCY.
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<br />SEVERABILITY - In the event that any one or more of the provisions contained in this Contract
<br />shall for any reason be held to be unenforceable in any respect by a court of competent
<br />jurisdiction, such holding shall not affect any other provisions of this Contract, and the Contract
<br />shalI then be construed as if such unenforceable provisions are not a part hereof.
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