KEEFE COMMISSARY NETWORK, L.L.C. 1 - 2007

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2. COMPENSATION Contractor shall weekly forward billing to the Santa Ana Detention Facility. Contractor shall keep a complete and accurate record of all gross sales of merchandise records for a period of at least one year. Contractor shall keep for at least one year after termination of this contract, all inmate sales records. All records and books kept by Contractor in relation to services provided by this Agreement shall be open to inspection and audit of the City and its agents during normal business hours. Such records shall be kept separate and apart from any record Contractor maintains in connection with other business enterprises. Contractor shall return to City 40.5% of gross profit from the commissary operations at the Santa Ana Detention Facility. Contractor shall monthly provide an accounting of commissary operations for the previous month, and shall submit said accounting and a check representing City's portion of gross profits, to the Santa Ana Jail Administrator. 3. TERM This Agreement shall commence on February 1, 2007 and terminate on January 31, 2010, unless terminated earlier in accordance with Section 4, below. The term of this Agreement may be extended for two successive one-year terms, upon a writing executed by the City Manager and the City Attorney. 4. DEFAULT AND TERMINATION In the event a party hereto fails to perform or comply with this Agreement or any provision hereof, this Agreement may be terminated by the non -defaulting party by sending a Cancellation Notice describing the non-compliance. Upon receipt of such Cancellation Notice, the defaulting party shall have thirty (30) days from the date of such notice to cure any such non- compliance. If said default is not cured within the compliance period, this Agreement shall be terminated. The rights of termination referred to herein are not intended to be exclusive and are in addition to any other rights available to either party in law or in equity. 5. RIGHTS UPON TERMINATION Upon termination of this Agreement by either party, City shall permit Contractor reasonable access to City facilities, free from any claim of trespass, for the purpose of removing any equipment/supplies belonging to Contractor. Until such time as all Contractor's equipment/supplies are removed, each party's obligations shall continue as set forth in this Agreement. 6. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which