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<br />benefits, health benefits, sick leave, severance pay, and pay for legal
<br />holidays.
<br />
<br />B. With regard to Project work, AGENCY shall pay all federal and state
<br />payroll taxes for its employees and shall maintain worker's compensation
<br />and liability insurance for each of its employees.
<br />
<br />C. With regard to Project work, AGENCY, its officers, employees, agents, or
<br />representatives shall in no manner be considered employees or agents of
<br />DISTRICT nor shall AGENCY, its officers, employees, agents, or
<br />representatives be entitled to or eligible to participate in any benefits,
<br />privileges, or plans, given or extended by DISTRICT to its employees.
<br />
<br />10. OWNERSHIP - Title and full ownership rights to any products purchased or
<br />developed under this Contract shall at all times remain with AGENCY.
<br />
<br />11. NON-DISCRIMINATION - In the performance of this Contract, AGENCY shall not
<br />discriminate in recruiting, hiring, promotion, demotion, or termination practices on
<br />the basis of race, religious creed, color, national origin, ancestry, sex, age, or
<br />physical handicap and shall comply with the provisions of the California Fair
<br />Employment & Housing Act (Government Code Section 12900, et seq.), the
<br />Federal Civil Rights Act of 1964 (P.L. 88-352) and all amendments thereto,
<br />Executive Order No. 11246 (30 Federal Register 12319), and all administrative
<br />rules and regulations issued pursuant to said Acts and Order. AGENCY shall
<br />likewise require each sub-agency to comply with this paragraph. In any contract
<br />that Agency issues to carry out the Project, Agency shall include a provision that
<br />requires the contractor and any of its subcontractors to comply with the above-
<br />mentioned federal and state laws, regulations, and orders.
<br />
<br />12. ASSIGNMENT - The rights granted hereby may not be assigned, sold, licensed,
<br />or otherwise transferred by either party without the written consent of the other,
<br />and any attempt by either party to do so shall be void upon inception.
<br />
<br />13. NON-EFFECT OF WAIVER - AGENCY'S or DISTRICT's failure to insist upon the
<br />performance of any or all of the terms, covenants, or conditions of this Contract,
<br />or failure to exercise any rights or remedies hereunder, shall not be construed as
<br />a waiver or relinquishment of the future performance of any such terms,
<br />covenants, or conditions or of the future exercise of such rights or remedies.
<br />
<br />14. ATTORNEY'S FEES - In the event any legal proceeding or action (including
<br />arbitration) is filed in connection with the enforcement or interpretation of this
<br />Contract, each party shall bear its own attorney's fees and costs.
<br />
<br />15. FORCE MAJEURE - Neither DISTRICT nor AGENCY shall be liable or deemed
<br />to be in default for any delay or failure in performance under this Contract or
<br />interruption of services resulting, directly or indirectly, from acts of God, civil or
<br />military authority, acts of pUblic enemy, war, strikes, labor disputes, shortages of
<br />suitable parts, materials, labor, or transportation, or any similar cause beyond the
<br />reasonable control of DISTRICT or AGENCY.
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