FARMER'S FRIDGE (ROMAINE EMPIRE, INC.)

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AA. AUDITS/INSPECTIONS: Once per year, Contractor agrees to permit the City's Finance and Management Services or an authorized representative (including auditors from a private auditing firm hired by the City), at City's sole cost and expense, access during normal working hours to all books, accounts, records, reports, files, financial records, and supporting documentation of Contractor directly relating to the services outline in this Contract, for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The City will provide reasonable notice of such an audit or inspection. BB. CONTINGENCY OF FUNDS: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval;receipt of funds from, and/or obligation of funds by, the state of California to City; and inclusion of sufficient funding for the services hereunder in the budget approved by City's Council for each fiscal year covered by this Contract. If such approval,funding or appropriations are not forthcoming,or are otherwise limited,City may immediately terminate or modify this Contract without penalty. ADDITIONAL TERMS AND CONDITIONS: 1. SCOPE OF CONTRACT: This Contract specifies the contractual terms and conditions by which the City will procure goods/services from Contractor as further detailed in the Scope of Work, identified and incorporated herein by this reference as Attachment A. 2. TERM OF CONTRACT: This Contract shall commence upon execution of all necessary signatures and continue for one(1)calendar year(s)from that date,unless otherwise terminated by either party. Absent such termination,this Contract will renew upon mutual agreement through an amendment. 3. AMERICANS wITH DISABILITIES ACT(ADA):Section 504 of the Rehabilitation Act of 1973 as amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulations, Title 2, Title 22: California Government Code, Sections 11135,et seq;and other federal and state laws and executive orders prohibit discrimination. All programs, activities, employment opportunities, and services must be made available to all persons,including persons with disabilities. 4. Au rHORtzATION WARRANTY: The Contractor represents and warrants that the person executing this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition and obligation of this Contract and that all requirements of the Contractor have been fulfilled to provide such actual authority. 5. BREACH OF CONTRACT: The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the City may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: a) Terminate the Contract immediately,pursuant to Section K herein; b) Afford the Contractor written notice of the breach and ten calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c) Discontinue payment to the Contactor for and during the period in which the Contractor is in breach;and Offset against any monies billed by the Contractor but yet unpaid by the City those monies disallowed pursuant to the above, 6. CAL-OSHA VEHICLE REGULATION: All vehicles must meet California Motor Vehicle and Cal- OSHA regulations and all other applicable codes required for vehicle use on the roads or highways in the state of California. 7. CIVIL RIGHTS: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, ,Section 504 of the Rehabilitation Act of 1973, as amended;the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and City of Santa Ana Page 8 of24 MA-017-23011445 Refrigerated Vending Machine Services File No.2436104 Farmer's Fridge