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8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this <br />Agreement allocating liability between City and Contractor shall survive the termination of this <br />Agreement. <br />8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this <br />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 other work <br />product prepared by Contractor pursuant to this Agreement; <br />8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by <br />Contractor; or <br />8.6.4 Charge Contractor the difference between the cost to complete the work described in <br />Exhibit A that is unfinished at the time of breach and the amount that City would have paid <br />Contractor pursuant to Section 2 if Contractor had completed the work. <br />Section 9. KEEPING AND STATUS OF RECORDS. <br />9.1 Records Created as Part of Contractor's Performance. All reports, data, maps, models, charts, <br />studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any <br />other documents or materials, in electronic or any other form, that Contractor prepares or obtains <br />pursuant to this Agreement and that relate to the matters covered hereunder shall be the property <br />of the City. Contractor hereby agrees to deliver those documents to the City upon termination of <br />the Agreement. It is understood and agreed that the documents and other materials, including but <br />not limited to those described above, prepared pursuant to this Agreement are prepared <br />specifically for the City and are not necessarily suitable for any future or other use. City and <br />Contractor agree that, until final approval by City, all data, plans, specifications, reports and other <br />documents are confidential and will not be released to third parties without prior written consent of <br />both Parties. <br />9.2 Contractor's Books and Records. Contractor shall maintain any and all ledgers, books of <br />account, invoices, vouchers, canceled checks, and other records or documents evidencing or <br />relating to charges for services or expenditures and disbursements charged to the City under this <br />Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final <br />payment to the Contractor to this Agreement. <br />9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this <br />Agreement requires Contractor to maintain shall be made available for inspection, audit, and/or <br />copying at any time during regular business hours, upon oral or written request of the City. Under <br />California Government Code Section 8546.7, if the amount of public funds expended under this <br />Non -Professional Services Agreement between City of San Leandro and [MM/DD/YYYY] <br />[NOTE TO STAFF: DATE IS OPTIONAL. IF USED, IT CAN BE THE EFFECTIVE DATE OR THE LAST REVISED <br />DATE TO KEEP TRACK OF VERSIONS THROUGH DEVELOPMENT.] <br />for Page 37 of 16 <br />