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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
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