Reso 2017-172 - Laserfiche WebLink

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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. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void,or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 10.6 Use of Recycled Products. Consultant shall use commercially reasonable efforts to prepare and submit all reports, written studies and other printed material on recycled paper to the extent such paper is available, and at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of Location, would place Consultant in a"conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 of seq. Consulting Services Agreement between City of San Leandro and 12/18/2017 ConvergeOne, Inc. for Polycom Videoconferencing Equipment Page 13 of 16