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Page 5 of 8 PROFESSIONAL GIS SERVICES (MASTER) AGREEMENT FOR THE GIS ENTERPRISE NEEDS ASSESMENT and FUTURE DEVELOPMENT STUDY 2005-2006 ( Cont) B . Reuse of Documents : All documents , including but not limited to reports , drawings and specifications , supplied by the COUNTY or any other entities which have been obtained for the purpose of research and planning is exclusively for the purpose of this contract and shall remain in the custody of the CONSULTANT during the agreement period . The CONSULTANT shall not under any circumstance use or reproduce the information for their or any other entities benefit that is not directly related to this contract and subsequent work orders . SECTION XII — NOTICES Any : i '.o.tice. C ' 1'� pl1rFQ /1Y O}hgr �1�,�i+}�n .... rrl , v, i ..., +: nne fr .+� + L. .. f is 0111 TRAIT i.. + L. .. •. vas: vi :.. vi vi Written i.vii LOV iii a,ji1 W U. siv iiiiiiI iiiC V�Ji U " i Oil LU Liii'. COUNTY shall be considered delivered when posted by certified mail or delivered in person to the County Project Manager or designee . Any notices , reports or other communications from the COUNTY to the CONSULTANT, shall be considered delivered when posted by certified mail to the CONSULTANT at the last address left on file with the COUNTY or delivered in - person to said CONSULTANT or its authorized representative . SECTION XIII — TERMINATION Either party may terminate this Agreement upon seven (7 ) days written notice to the other party, except if the CONSULTANT terminates this Agreement, such termination shall not be effective , absent the COUNTY' s consent , until the CONSULTANT' S completion to the COUNTY's satisfaction , of any pending Work Order. SECTION XIV —Consultant' s PERSONNEL ASSIGNED TO THE PROJECT The COUNTY shall have the right of approval of all Consultants' personnel assigned to any COUNTY project. Therefore , any subsequent changing of assigned personnel to any COUNTY project shall also be subject to COUNTY approval . Failure to adhere to this policy shall be considered a cause for contract termination . SECTION XV — AUDIT RIGHTS The COUNTY reserves the right to audit the records of the CONSULTANT related to this Agreement at any time during the prosecution of the work included herein and for a period of three years after final payment is made . SECTION XVI — SUBLETTING The CONSULTANT shall not sublet , assign , or transfer any work under this Agreement without the written consent of the COUNTY . When applicable and upon receipt of such consent in writing , the CONSULTANT shall cause the names of the firms responsible for the major portions of each separate specialty of the work to be inserted on the reports or other data . SECTION XVII — WARRANTY The CONSULTANT warrants that it has not employed or retained any company or person other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee , commission , percentage fee , gifts or any other considerations , contingent upon or resulting from the award or making of this Agreement . Should the CONSULTANT cause a breach of violation of this warranty , the COUNTY shall have the right to annul this Agreement without liability . R\Engineering\Mike O'Brien\My Documents\GIS\GIS Ent\Contract\0532 GIS Needs project MASTER CONTRACT I .doc