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<br />9.2 Unless otherwise directed by ODOT, if for any reason the PROJECT is not completed in its
<br />entirety or to a degree acceptable to ODOT, the LPA shall repay to ODOT an amount equal to the
<br />total funds ODOT disbursed on behalf of the PROJECT.
<br />10. NONDISCRIMINATION
<br />10.1 In carrying out this Agreement, the LPA shall not discriminate against any employee or applicant for
<br />employment because of race, religion, color, sex, national origin, ancestry, age, or disability as that
<br />term is defined in the American with Disabilities Act. The LPA shall ensure that applicants are hired
<br />and that employees are treated during employment without regard to their race, religion, color, sex,
<br />national origin, ancestry, age, or disability. Such action shall include, but not be limited to the
<br />following: employment, upgrading, demotion, or transfer; recruitment advertising; layoff or termination;
<br />rates of pay or other forms of compensation; and selection for training including apprenticeship.
<br />10.2 The LPA agrees to post in conspicuous places available to employees and applicants for
<br />employment, notices setting forth the provisions of this nondiscrimination clause, and in all
<br />solicitations or advertisements for employees placed by it, state that all qualified applicants shall
<br />receive consideration for employment without regard to race, religion, color, sex, national origin,
<br />ancestry, age, or disability. The LPA shall incorporate this nondiscrimination requirement within
<br />all of its contracts for any of the work on the PROJECT (other than subcontracts for standard
<br />commercial supplies or raw materials) and shall require all of its contractors to incorporate such
<br />requirements in all subcontracts for any part of such PROJECT work.
<br />11. DATA. PATENTS AND COPYRIGHTS - PUBLIC USE
<br />11.1 The LPA shall ensure that any designs, specifications, processes, devices or other intellectual
<br />properties specifically devised for the PROJECT by its consultants or contractors performing work
<br />become the property of the LPA, and that when requested, such designs, specifications,
<br />processes, devices or other intellectual properties shall become available to ODOT with an
<br />unrestricted right to reproduce, distribute, modify, maintain, and use. The LPA's consultants and
<br />contractors shall not seek or obtain copyrights, patents, or other forms of proprietary protection
<br />for such designs, specifications, processes, devices or other intellectual properties, and in
<br />providing them to the PROJECT shall refinquish any such protections should they exist.
<br />11.2 The LPA shall not allow its consultants or contractors to utilize within the development of the
<br />PROJECT any copyrighted, patented or similarly protected design, specification, process, device or
<br />other intellectual property unless the consultant or contractor has provided for such use by suitable
<br />legal agreement with the owner of such copyright, patent or similar protection. A consultant or
<br />contractor making use of such protected items for the PROJECT shall indemnify and save harmless
<br />the LPA and any affected third party from any and all claims of infringement on such protections,
<br />including any costs, expenses, and damages which it may be obliged to pay by reason of
<br />infringement, at any time during the prosecution or after the completion of work on the PROJECT.
<br />11.3 In the case of patented pavements or wearing courses where royalties, licensing and proprietary
<br />service charges, exacted or to be exacted by the patentees, are published and certified
<br />agreements are filed with the LPA, guaranteeing to prospective bidders free unrestricted use of
<br />all such proprietary rights and trademarked goods upon payment of such pubfished charges, such
<br />patented pavements or wearing courses may be specifically designated in the proposal and
<br />competition secured upon the item exclusive of the patent or proprietary charges.
<br />12. TERMINATION: DEFAULT AND BREACH OF CONTRACT
<br />12.1 This Agreement may be terminated at any time upon the mutual agreement of both parties.
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