Agmt21 Camino Technology Solutions, Inc.

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8. ASSIGNMENT AND CONTRACTING. It is recognized by the parties hereto that a substantial inducement to City for entering into this agreement was, and is, the qualifications and competence of Consultant. Therefore, Consultant shall not subcontract, assign or transfer any portion of the performance contemplated and provided for in this Agreement without the approval of the City Manager or his or her designee. Consultant shall not subcontract any portion of the performance contemplated and provided for herein without prior written approval of the City. 9. TERMINATION. The City Manager or her designee or Consultant may terminate this Agreement, without cause, by giving the other Party sixty (60) calendar days' written notice of such termination or suspension and the effective date thereof. 9.1 In the event of such termination, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Consultant under this Agreement shall be returned to the City. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the notice of termination. If Consultant terminates this Agreement without cause, Consultant shall be paid only for those services completed in a manner satisfactory to the City. 9.2 In the event of termination, Consultant shall implement an orderly return of City data in a database format such as SQL Server, MS Access database, or another mutually agreeable format at a time agreed to by the Parties and provide for the subsequent secure disposal of City data in a manner approved by the City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST) -approved methods. Certificates of destruction shall be provided to the City. 10. SOFTWARE LICENSE. 10.1 License Grant and Services. Subject to the terms and conditions of this Agreement, Consultant grants City a limited, nonexclusive, nontransferable license, without the right to sublicense, to access and use the software and other technology required to use the Platform, including the Application Program Interface (API), which includes Consultant's web -based management software ("Software") and any software or other technology reasonably required for City to use the services provided under this Agreement. City will have a worldwide license to access the Software including an unlimited number of users that the City may assign at its sole discretion and who may access the Software at any one time. 10.2 IP Ownership. The Software and all intellectual property rights therein are the exclusive property of Consultant. No implied licenses or rights are granted under this Agreement. All data resulting from the operation is the exclusive property of City; provided City grants Consultant a license to use, copy and REV: 03-24-21 PR Pilot Project Software Agreement for the Automated Permit and Land Management System Camino Technologies Corporation ATTY/AGR.2021.062/Camino Technolgy Solutions, Inc. (Software for Automated Permit and Land Management) (Page 5 of 18)