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9 Third Party Performance. Seller shall obtain from all suppliers and subcontractors guarantees <br /> with respect to services performed and the machinery, equipment, and materials used in performance <br /> of the Work. The guarantees shall be made available to City to the full extent of the terms thereof. <br /> Seller agrees to provide all information reasonably necessary (schematics, diagnostic and maintenance <br /> manuals, and instructional diagnostic software, etc.) to support the System. Notwithstanding any <br /> guarantees or maintenance contracts, Seller shall be solely responsible to City for the satisfactory <br /> performance of its agents, suppliers, and subcontractors, and the machinery, equipment, services, and <br /> materials provided under this Contract. <br /> 10 General Conditions. <br /> 10.1 Foreign Corporation. Seller shall comply with all registration and reporting requirements <br /> of the Oregon Department of Revenue, the Oregon Department of Insurance and Finance (Corporations <br /> Division), and any other department or agency of the State of Oregon pertaining to foreign <br /> corporations. <br /> 10.2 Non - Appropriation. If City is not allotted funds for the next succeeding fiscal period by <br /> appropriation, appropriation limitation, grant, or other funding source available to it for purposes of this <br /> Contract, the Contract shall automatically terminate at the end of the current fiscal period of which <br /> funds have been allocated, without penalty to City. Such termination shall not constitute an event of <br /> default under any other provision of this Contract, but City shall be obligated to pay all charges <br /> incurred through the end of the fiscal period. City shall give Seller written notice of such unavailability <br /> of funds not later than 30 days after it receives notice of such unavailability. <br /> 10.3 Publicity. Any publicity giving reference to the sale, installation, or operation of the <br /> System, whether in the form of press releases, brochures, photographic coverage, or verbal <br /> announcement shall be made only with the prior approval of City. <br /> 10.4 Sensitive Information. Seller acknowledges that performance of the Work may require <br /> or permit its employees, agents, subcontractors or suppliers to gain access to confidential data or <br /> information pertaining to public safety, security, or other municipal purposes deemed by City or <br /> applicable law to be confidential. Seller agrees to maintain in confidence all such information obtained <br /> by it in connection with or as a result of performing the Work, and shall not disclose any such <br /> information to any third party without prior written consent from City. <br /> 10.4.1 Seller shall instruct its employees to keep such information confidential by using <br /> the same care and discretion used with similar information that Seller designates as <br /> confidential. Seller shall have an appropriate agreement with its employees to that effect, <br /> provided, however, that the foregoing will not apply to information which City has released in <br /> writing, or information which is in the public domain at the time obtained by Seller, or which <br /> thereafter becomes part of the public domain through no fault of Seller. Seller shall exercise <br /> due care to choose and manage Seller's personnel so that only suitably responsible and <br /> disciplined personnel shall perform the Work. <br /> 10.4.2 Upon request by City, Seller shall submit or cause to be submitted <br /> biographical information for each person engaged in performing any part of the Work who could <br /> have access to sensitive information subject to the confidentiality restrictions of this paragraph <br /> 10.4, whether such person is engaged by Seller, any subcontractor, or any supplier under the <br /> Contract. The biographical information shall be reasonably sufficient, in the sole judgment of <br /> City, to enable City to perform security background checks on all such persons. Seller agrees <br /> Purchase Contract - 7 <br />