|
<br />This Agreement may be terminated by the City upon thirty (30) days written notice of
<br />termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
<br />compensation for all services performed by Contractor prior to receipt of such notice of termination,
<br />subject to the following conditions:
<br />
<br />a. As a condition of such payment, the Executive Director may require Contractor to deliver
<br />to the City all work product completed as of such date, and in such case such work product shall be
<br />the property of the City unless prohibited by law, and Contractor consents to the City's use thereof
<br />for such purposes as the City deems appropriate. For purposes of this Section, work product
<br />includes only executable copies of the proprietary CAMMSTM software and does not include
<br />proprietary source code, trade secrets, documentation or data of the Contractor.
<br />
<br />b. Payment need not be made for work which fails to meet the standard of performance
<br />specified in the Recitals of this Agreement.
<br />
<br />14. DISCRIMINATION
<br />
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital
<br />status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
<br />by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
<br />other employment related activities. Contractor affirms that it is an equal opportunity employer
<br />and shall comply with all applicable federal, state and local laws and regulations.
<br />
<br />15. JURISDICTION - VENUE
<br />
<br />This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may
<br />be brought or arise out of, in connection with or by reason of this Agreement.
<br />
<br />16. PROFESSIONAL LICENSES
<br />
<br />Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services
<br />hereunder and required by the laws and regulations of the United States, the State of California,
<br />the City of Santa Ana and all other governmental agencies. Contractor shall notify the City
<br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,
<br />waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
<br />
<br />17. RECORDS RETENTION
<br />
<br />Upon reasonable advance written notice to the Contractor and subject to the
<br />confidentiality provision contained in Section 8 hereof, the Contractor agrees to provide to the
<br />City, to any federal or state department having monitoring or reviewing authority, to City's
<br />authorized representatives and/or their appropriate audit agencies reasonable access to and the
<br />right to examine and audit records and documents necessary to determine compliance with
<br />
<br />8
<br />
|