116-83 City - RITA - Xerox agreement

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XEROX COMPUTER SERVICF-.S 5310 Beethoven Street Los Angeles, California 90066 Agreement Number 3440 'AMENDMENT (c) This Agreement and the License granted hereunder may be terminated by the aggrieved party at any time forthwith by written notice if, before satisfying all of its material obligations hereunder, the other party; (i) becomes or is adjudicated a bankrupt, (ii) files a voluntary petition seeking reorganization of an arrangement with creditors or to seek relief under any bankruptcy or other insolvency law, (iii) makes an agreement for the benefit of its creditors, (iv) admits in writing an inability to pay its debts as they mature, or (v) has a receiver, conservator or trustee appointed to control or supervise its business or the disposition of its assets. (d) In the event of any termination or cancellation of this Agreement the confidentiality obligations of the parties shall survive such termination or cancellation. 10. Paragraph 7.2 is hereby modified to read as follows: 7.2 For ninety '(90) days from the date of delivery of the System, Xerox will provide program logic and documentation changes to correct proven errors in the program - logic and documentation of the System supplied to Customer hereunder. If, in analyzing a suspected error in the System at Customer's request, it is determined that no error exists in the program logic and/or documentation of the System as supplied by Xerox, RITA agrees to pay Xerox for its effort at the Xerox time and material rates then in effect, which shall become a charge under this agreement. 11. Paragraph 7.6 is hereby modified to read as follows: 7.6 Upon Customer's signing this Agreement, RITA will designate on Attachment A, an individual on his staff as Data Processing Manager. The Data Processing Manager has the responsibility for the supervision, management, and control of the use of the System, including but not limited to: (I) assuring proper machine configuration, program installation, audit controls, and operating methods: .. 'bin adeouate back-up plans based on alternative procedures (2) estabhs, g ..--: ......... and onerations personnel to diagnose and Ualllleo 5 :~tc~,~ r ' and/? based on access ~o q . . Y ...... :_ +~..~.n machine failure repmr Customer data files and/or ~ysrem oezec~, ,,, ........ t of a . and/or System malfunction and (3) implementing sufficient procedures and checkpoints to satisfy Customer's requirerfients for security and accuracy of input and output as well as restart and recovery in the event of a malfunction. [" 7.$ In the event of any dispute concerning the respective rights and/or interests o! Lakewood, RITA and/or others under this Agreement, the resolution of which in fact · · · . , kewood and RITA agree, jointly and severally, results in active partic)pation, by X,er_o_x.,_L.a~,, ~usiness expenses, damag.es, at_t.o_r_ne..y_s ~f.e.~e~s to indemnify and ho. ld x.erox_npzmzte?.¢l virture of Xerox'. participation m *~,. and costs reasonably mcurreu resolution process.