JUSTICE, CA DEPT OF - SHOOTING FACILITY - 2006

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CITY OF SANTA ANA POLICE DEPARTMENT Agreement Number 06-7595 Page 1 of 4 EXHIBIT D (Standard Agreement) SPECIAL TERMS AND CONDITIONS Control and Direction. The Department of Justice shall at all times maintain control and direction over the scope of work being performed under this Agreement. The Department of Justice reserves the right to change the tasks as defined within the general scope of the work to be performed by the Contractor. These changes shall be accomplished by written amendment to this Agreement. Termination. The Department of Justice reserves the right to terminate this Agreement when such termination is in the best interest of the Department. Such termination is subject to 30 days written notice to the Contractor Any such termination shall be effected by delivery to the Contractor of a notice of termination specifying whether termination is for default of the Contractor or for the convenience of the Department of Justice, the extent to which performance of services under this Agreement is terminated, and the date upon which such termination becomes effective. After receipt of a notice of termination and except as otherwise directed by the Department of Justice, the Contractor shall: o Stop work under this Agreement on the date and to the extent specified in the notice of termination: o Transfer title to the Department of Justice (to the extent that title has not already been transferred) and deliver in the manner, at the times, and to the extent directed by the Department of Justice the work in process, completed work and other material produced as a part of, or acquired in respect of the performance, the work terminated. Contractor may submit a written request to terminate this Agreement only if the State should substantially fail to perform its responsibilities as provided herein. Confidentialitv of Data. All financial, statistical, personal, technical, and other data and information relating to the Department of Justice's operations which are designated confidential by the Department of Justice and made available to the Contractor in order to carry out this Agreement, or which becomes available to the Contractor in carrying out this Agreement, shall be protected by the Contractor from unauthorized use and disclosure. If the methods and procedures employed by the Contractor for the protection of the Contractor's data and information are deemed by the Department of Justice to be adequate for the protection of the Department of Justice's confidential information, such methods and procedures may be used, with the written consent of the Department of Justice, to carry out the intent of this paragraph. The Contractor shall not be required under the proviSions of this paragraph to keep confidential any data or information which is or becomes publicly available, is already rightfully in the Contractor's possession, is independently developed by the Contractor outside the scope of thiS Agreement, or is rightfully obtained from third parties. CopvriClhts and Riahts in Data. The Department of Justice reserves the right to use, to authorize others to use, duplicate and disclose, in whole or in part, in any manner for any purpose whatsoever, the activities supported by this Agreement that produce original computer programs, writings, sound recordings, pictorial reproductions, drawings, or other graphical representation and works of any similar nature (the term computer programs includes executable computer programs and supporting data in any form). The Department of Justice reserves its right to any original materials produced pursuant to this Agreement. Publications. Before publishing any materials produced by activities supported by this Agreement, the Contractor shall notify the Department of Justice ninety (90) days in advance of any such intended publication and shall submit twenty (20) copies of the materials to be published. Within sixty (60) days after any such materials have been received by the Department of Justice, the Department of Justice shall submit to the Contractor its comments with respect to the materials intended to be published.