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<br />12. Records
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<br />A. Contractor agrees to provide to the Commission, to any Federal or State department having monitoring or
<br />reviewing authority, to Commission's authorized representatives and/or their appropriate audit agencies upon
<br />reasonable notice, access to and the right to examine and audit all records and documents necessary to
<br />determine compliance with relevant Federal, State, and local statutes, rules and regulations, and this
<br />Agreement, and to evaluate the quality, appropriateness and timeliness of services performed.
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<br />B. Contractor shall maintain and preserve all records relating to this Agreement in its possession of any third
<br />party performing work related to this Agreement for a period of three (3) years from the termination date of
<br />this Agreement, or until audit findings are resolved, whichever is greater.
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<br />C. Contractor shall notify Commission staff of all instances and/or requests for data disclosure.
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<br />13. Intellectual Property
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<br />All products and concepts, however recorded, prepared or generated by the Contractor in the performance of this
<br />Agreement shall be the exclusive property of the Commission. The term "product" as used in the Agreement shall
<br />include, but will not be limited to, documentation, findings, design, report, form, evaluation, method of analysis,
<br />system, software developed, design documents and concepts related to the work under this Agreement. This
<br />Agreement shall preclude Contractor from using or marketing products developed or originated for the
<br />Commission hereunder unless and until the parties execute a marketing agreement. All products, inventions,
<br />discoveries and improvements developed in the performance of this Agreement while using Commission
<br />facilities, including hardware and software shall be the property of the Commission. It shall be presumed that any
<br />product, invention, discovery or improvement was developed using Commission facilities unless Contractor is
<br />able to show by documented proof that such invention, discovery or improvement was developed solely with
<br />Contractor's facilities. If such product, invention, discovery or improvement shall be determined to be the
<br />property of Contractor, Commission shall be granted a nonexclusive, irrevocable, royalty free license to use said
<br />invention, discovery or improvement.
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<br />The Contractor agrees to abide by the Commission policy and procedures relating to intellectual property. Such
<br />policy is incorporated by reference and attached hereto as Exhibit D.
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<br />14. Compliance with Applicable Laws
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<br />All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all
<br />applicable Federal, State, County and Municipal laws, ordinances, regulations, including but not limited to
<br />appropriate licensure, certification regulations, confidentiality requirements and applicable quality assurance
<br />regulations.
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<br />15. Proaram Monitorina and Evaluation
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<br />Contractor shall track achievement of program objectives and the process and outcome measures for this project
<br />as they are described in the scope of work, as amended pursuant to this Agreement. Contractor shall cooperate
<br />with any Evaluator hired by the Commission to aid in the evaluation process. Contractor shall collect client level
<br />data for each funded year and shall participate in a countywide and statewide evaluation of the effectiveness of
<br />Proposition 10 efforts, whether it occurs during or after the term of this contract. Contractor shall submit reports
<br />as requested by the Executive Director or the Evaluator, and comply with reports as required in the Program
<br />Handbook, which include the following:
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<br />1. A semi-annual and year-end proQress report of each funded year.
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<br />2. A draft evaluation plan within 31 days of the effective date of this contract, thereby being
<br />due August 1, 2002, or as agreed upon by the Executive Director, after consultation with
<br />the Chair of the Commission.
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<br />3. A year-end evaluation report of each funded year.
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<br />16. Alteration of Aareement
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<br />This Agreement is entire and contains all the terms and conditions agreed upon by the parties. No alteration or
<br />variation shall be valid unless made in writing and signed by the parties hereto, or as permitted by the terms of
<br />this Agreement, and no oral understanding or agreement shall be binding on the parties hereto.
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<br />Distribution: 1 copy each: Contractor, Commission, Controller
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<br />5/28/02
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