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City of San Leandro
<br />Installation Agreement
<br />Page 6 of 9
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<br />19. NONDISCRIMINATION AND EQUAL OPPORTUNITY. Climatec LLC shall not discriminate, on the
<br />basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical
<br />condition, marital status, sex, or sexual orientation, against any employee, applicant for employment,
<br />subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs
<br />provided by Climatec LLC under this Agreement. Climatec LLC shall comply with all applicable federal, state,
<br />and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in
<br />employment, contracting, and the provision of any services that are the subject of this Agreement, including but
<br />not limited to the satisfaction of any positive obligations required of Climatec LLC thereby.
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<br />20. 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 30_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.
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<br />21. AMENDMENTS. The Parties may amend this Agreement only by a writing signed by all the Parties.
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<br />22. OPTIONS UPON BREACH BY CLIMATEC LLC. If Climatec 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 />22.1 Immediately terminate the Agreement;
<br />22.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product
<br />prepared by Climatec LLC pursuant to this Agreement;
<br />22.3 Retain a different contractor to complete the work described in Exhibit A not finished by Climatec LLC;
<br />or
<br />22.4 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.
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<br />23. KEEPING AND STATUS OF RECORDS.
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<br />Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys,
<br />photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in
<br />electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the
<br />matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents
<br />to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials,
<br />including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically
<br />for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final
<br />approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released
<br />to third parties without prior written consent of both Parties.
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<br />Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,
<br />vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or
<br />expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any
<br />longer period required by law, from the date of final payment to the Consultant to this Agreement.
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<br />Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires
<br />Consultant to maintain shall be made available for inspection, audit, and/or copying at any time
<br />DocuSign Envelope ID: 1DDC1773-ED91-404B-97DD-AC3EFDBAD0DD
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