COOPERTATIVE PERSONNEL SERVICES, DBA CPS HUMAN RESOURCES 1 - 2008

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D. Client Responsibilities and Indemnification. 1. Client shall perform all parts of the testing process which are not performed by CPS. Client has the responsibility for assuring that the testing process performed by Client conforms to any applicable laws, rules or ordinances, and for the test as a whole. Under the federal Uniform Guidelines on Employee Selection Procedures, the Client as test user is responsible for the results of the selection process, and Client understands and acknowledges that it must be prepared to demonstrate that the process is valid and meets other testing standards if it adversely affects groups protected by fair employment laws. 2. Client is responsible for insuring that all persons who handle Test Materials in any capacity for Client shall do so in compliance with this Agreement. 3. Subject to any applicable state Tort Claims Act, Client shall be responsible for any damage or any third party liability which may arise from the administration of a test to the extent of liability arising out of the negligence of Client. E. Security of Testing Materials. 1. Test Security. Client understands and acknowledges that the confidentiality of all Test Materials that CPS supplies is crucial to the continued usefulness of such Test Materials. Therefore, Client shall be responsible for the security of all Test Materials and shall hold and store the Test Materials in a manner that will prevent loss and/or unauthorized access. In addition, Client shall not reproduce test booklets or test questions under any circumstances. 2. Legal Proceedings Involving Test Materials. If Client receives a request for disclosure of Test Materials, such as a subpoena, or a public records or freedom of information request, Client shall notify CPS of such request immediately and well before a response is due. Upon CPS request, Client shall maintain the confidentiality of the Test Materials pending the grant or denial of a protective order or the decision of a court or administrative body as to whether the requested Test materials must be disclosed under the applicable public records statute. Client shall cooperate with CPS in seeking any relief necessary to maintain the confidentiality of the testing materials. CPS shall defend, indemnify and hold Client harmless from any claim or administrative appeal, including costs, expenses, and any attorney fees, related to CPS pursuing protection of the Test Materials from disclosure. F. Term and Termination of Agreement. 1. Term. The term of this Agreement is one year from its Effective Date. 2. Immediate Termination upon Material Breach. Either party may terminate this Agreement immediately upon any material breach by the other party. For purposes of this Agreement, but without limiting the meaning of material breach, any breach of the test security provisions, however minor, shall be considered a material breach. Client understands and acknowledges that immediate termination by CPS may result in the withholding or recall of Test Materials. 2 3. Termination Without Cause. CPS and Client may terminate the Agreement without cause upon thirty days written notice to the other party. 4. Return of Test Materials. Upon termination of the Agreement, Client shall immediately return to CPS any Test Materials that it possesses. G. Miscellaneous. 1. Notices. Any notice to the parties required or permitted under this Agreement shall be given in writing and shall be sent to CPS at 241 Lathrop Way, Sacramento, CA 95815. or to Client at Clerk of the Council, 20 Civic Center Plaza (M-30), P.O. Box 1988, Santa Ana, CA 92701. 2 . Dispute Resolution; Remedies. (A) In the event of a dispute, the parties may agree to pursue mediation or either binding or nonbinding arbitration to resolve their dispute, under such rules as the parties may agree. (B) If either CPS or Client determines to file a judicial action, then, in addition to any other remedies available at law or in equity to the parties for breach of this Agreement, Client acknowledges that breach of this Agreement may result in irreparable harm to CPS for which damages would be an inadequate remedy and, therefore, in the event of a breach, in addition to its rights and remedies otherwise available by law, CPS shall be entitled to seek equitable relief, including injunction. (C) This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 3. Waiver. The failure of any party at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce such provision at a later time. Nor shall the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. No waiver shall be enforceable unless made in writing and signed by the party granting the waiver. 4. Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all other agreements, representations and warranties. All modifications and supplements to this Agreement must be in writing and signed by both parties. 5. Counterparts; Facsimile Signature; Electronic Signature. This Agreement may be executed in any number of counterparts. If this Agreement or any counterpart is signed and then faxed or e-mailed by PDF or otherwise, the faxed or e-mailed copy bearing the signature shall be as good as the original, wet-ink signed copy for all intents and purposes. 6. Authority to Sign. The person signing this Agreement on behalf of the Client (the Principal Signer) represents that he or she is the head of the agency or is otherwise duly authorized to sign this Agreement and to bind the Client.