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19. TERMINATION. City may cancel this Agreement at any time and without cause upon written notification to <br />Climatec LLC. Climatec LLC may cancel this Agreement upon 10_days' written notice to City and shall include <br />in such notice the reasons for cancellation. In the event of termination, Climatec LLC shall be entitled to <br />compensation for undisputed services performed to the effective date of termination; City, however, may <br />condition payment of such compensation upon Climatec LLC delivering to City any or all documents, <br />photographs, computer software, video and audio tapes, and other materials provided to Climatec LLC or <br />prepared by or for Climatec LLC or the City in connection with this Agreement. <br />20. AMENDMENTS. The Parties may amend this Agreement only by a writing signed by all the Parties. <br />21, OPTIONS UPON BREACH BY CLIMATEC I.I.C. I£Chmatec LLC materially breaches any of the terms <br />of this Agreement, and, after a reasonable opportunity to cure such breach does not result in an acceptable cure, <br />the City's remedies shall include, but are not limited to, the following. <br />21.1 Immediately terminate the Agreement; <br />21.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product <br />prepared by Climatec LLC pursuant to this Agreement; <br />21.3 Retain a different contractor to complete the work described in Exhibit A not finished by Climatec LLC; <br />or <br />21.4 Charge Climatec LLC the difference between the costs to complete the work described in Attachment -A <br />that is unfinished at the time of breach and the amount that City would have paid Climatec LLC <br />pursuant to Section 2 if Climatec LLC had completed the work. <br />22. KEEPING AND STATUS OP RECORDS. <br />22.1 Records Created as Part of Consultant's Performance. All reports, data, traps, models, charts, studies, <br />surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or <br />materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement <br />and that relate to the matters covered hereunder shall be the property of the. City. Consultant hereby <br />agrees to deliver those documents to the City upon termination of the agreement. It is understood and <br />agreed that the documents and other materials, including but not limited to those described above, <br />prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable <br />for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, <br />specifications, reports and other documents are confidential and will not be released to third parties <br />without prior written consent of both Parties. <br />22.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, <br />invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for <br />services or expenditures and disbursements charged to the City under this Agreement for a minimum of <br />3 years, or for any longer period required by law, from the date of final payment to the Consultant to this <br />Agreement. <br />22.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement <br />requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time <br />during regular business hours, upon oral or written request of the City, Under California Government <br />Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, <br />the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or <br />as part of any audit of the City, for a period of 3 years after final payment under the Agreement. <br />23. DISPUTES. Written notice of any Dispute must be provided to the other party, describing specific details of <br />the dispute relating to changes in Work or claim for additional compensation, within seven (7) days of the <br />occurrence of the condition. This notice must be provided via certified mail. For a reasonable period <br />commencing on the day written notice of Dispute was provided, but not to exceed thirty (30) days, the parties <br />City of San Leandro <br />CLIMATEC Installation Agreement <br />Page 6 of 10 <br />