Agmt15 Redwood City Improvement Association (RCIA)

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16. Termination for Bankruntcv or Assignment for the Benefit of Creditors. If RCIA files a voluntary petition in bankruptcy, is adjudicated bankrupt, or makes a general assignment for the benefit of creditors,the City may at its option and without further notice to or demand upon RCIA, immediately cancel and/or terminate this Agreement, and tern7inate each and every right of RCIA, and any person claiming any rights by or through RCIA under this Agreement. 17. Insuection of Books and Records. During the term, and for a period of four(4) years after the Term, or two (2) years after the closure of any disputed matter, whichever occurs later, (the "Audit Period"), RCIA and any subcontractors shall maintain such data, financial and operational records related to this Agreement, which include, but are not limited to the Annual Financial Statements, the Annual Reports and Budgets and any audits (the "Books and Records"). 17.1. With respect to receipts, invoices, checks, payroll statements, bank statements, and all other evidence of payments for which RCIA is reimbursed by the City pursuant to this Agreement, RCIA shall maintain such documentation at its principal place of business in the City for the required period of time. 17.2. At any time during normal business hours and as often as the City deems necessary, RCIA and all subcontractors shall make available to the City for examination and copying at reasonable locations within the City all data and records relating to all matters covered by this Agreement. 17.3. RCIA and all subcontractors will permit the City to make audits of all invoices, materials, payrolls, records of personnel, and other data and media relating to all matters covered in this Agreement. If RCIA does not make them available within the City, then RCIA shall pay all City's travel related costs and expenses to audit records associated with this Agreement where the records are maintained. 18.Non-Discrimination in Emulovment. RCIA shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability in the solicitation, selection, hiring or treahnent of any employee, subcontractor, vendor or supplier who is subject to this Agreement. RCIA shall provide equal opportunity for subcontractors to participate in subcontracting opportunities. RCIA understands and agrees that a violation of this clause shall be considered a material breach of the Agreement and may result in contract termination, debarment, or other sanctions. This language shall be in all contracts between RCIA and any subcontractors, vendors and suppliers. 19. Parties Reqresentatives. RCIA agrees to designate an officer of RCIA (the "RCIA Representative") as the primary contact between RCIA and the City for the purposes of this Agreement. The RCIA Representative shall coordinate RCIA's activities under this Agreement. In order to simplify invoice processing, it is agreed by RCIA that the RCIA Representative shall act as billing agent for work provided by RCIA. 19.1. RCIA shall provide the City with the name and contact information of the RCIA Representative. RCIA shall notify the City in writing within ten calendar days of replacement of the RCIA Representative. ATTY/AGR/2015.002/RWC CBID OPERATING AGREEMENT REV:O1-05-2015 PT Page 12 of 19