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performance contemplated and provided for herein, other than to the subcontractors noted
<br />in the proposal, without prior written approval of the City.
<br />8.5 Survival. All obligations arising prior to the termination of this Agreement and all
<br />provisions of this Agreement allocating liability between City and Consultant shall survive
<br />the termination of this Agreement.
<br />8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
<br />of this Agreement, City's remedies shall include, but not be limited to, the following:
<br />8.6.1 Immediately terminate the Agreement;
<br />8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
<br />other work product prepared by Consultant pursuant to this Agreement; or
<br />8.6.3 Retain a different consultant to complete the work described in Exhibit A not
<br />finished by Consultant.
<br />Section 9. KEEPING AND STATUS OF RECORDS.
<br />9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
<br />models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
<br />records, files, or any other documents or materials, in electronic or any other form, that
<br />Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
<br />covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
<br />those documents to the City upon termination of the Agreement. It is understood and
<br />agreed that the documents and other materials, including but not limited to those described
<br />above, prepared pursuant to this Agreement are prepared specifically for the City and are
<br />not necessarily suitable for any future or other use. City and Consultant agree that, until
<br />final approval by City, all data, plans, specifications, reports and other documents are
<br />confidential and will not be released to third parties without prior written consent of both
<br />parties. City shall have the copyright for all said construction documents.
<br />9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
<br />of account, invoices, vouchers, canceled checks, and other records or documents
<br />evidencing or relating to charges for services or expenditures and disbursements charged
<br />to the City under this Agreement for a minimum of three (3) years, or for any longer period
<br />required by law, from the date of final payment to the Consultant to this Agreement.
<br />9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
<br />Agreement requires Consultant to maintain shall be made available for inspection, audit,
<br />and/or copying at any time during regular business hours, upon oral or written request of
<br />the City. Under California Government Code Section 8546.7, if the amount of public funds
<br />expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
<br />Agreement shall be subject to the examination and audit of the State Auditor, at the
<br />Consulting Services Agreement between August 13, 2004
<br />City of San Leandro and Winzler and Kelly Consulting Engineers Page 10 of 20
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