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shall remain with the manufacturer of such software, and the City agrees to fully comply with the manufacturer's end user license for such software at all times. Each party reserves all rights, including, but not limited to, ownership, title, intellectual property rights and- -all-other -rights and--interest-in-and to any intellectual property that it makes available to the other party as is necessary for the other party's performance under this Agreement. In addition, Consultant will own any intellectual property that it develops, creates, or otherwise acquires, excluding City's intellectual property, while performing the services, unless otherwise mutually agreed to and expressly set forth in Exhibit A. For services that are purchased, developed, or created under this Agreement, upon receipt of City's payment for such services, Consultant hereby grants City a perpetual, non-exclusive, non- transferable, fully -paid license to use and reproduce the services as originally configured and deployed for the limited purpose of conducting City internal business. Consultant reserves all other intellectual property rights not expressly granted herein 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon prior written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement. Consultant will not be obligated to supply City proprietary information about its costs or confidential information of its customers or suppliers except where such information is required to verify unexpected or non-recurring costs included in an invoice to City. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. Consulting Services Agreement between City of San Leandro and 07/17/2017 Strategic Products and Services, LLC for Cisco Phone System Upgrade Page 13 of 17