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<br />Non-Professional Services Agreement between November 19, 2018 <br />City of San Leandro and Ross Recreation Equipment Page 12 of 16 <br /> <br />Section 9. KEEPING AND STATUS OF RECORDS. <br /> <br />9.1 Records Created as Part of Contractor’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 />Contractor prepares or obtains pursuant to this Agreement and that relate to the matters <br />covered hereunder shall be the property of the City. Contractor 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 Contractor 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. <br /> <br />9.2 Contractor’s Books and Records. Contractor 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 3 years, or for any longer period <br />required by law, from the date of final payment to the Contractor to this Agreement. <br /> <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, <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 $10,000.00, the Agreement shall be subject to <br />the examination and audit of the State Auditor, at the request of City or as part of any audit <br />of the City, for a period of 3 years after final payment under the Agreement. <br /> <br />Section 10. MISCELLANEOUS PROVISIONS. <br /> <br />10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for <br />declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing <br />party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which <br />that party may be entitled. The court may set such fees in the same action or in a <br />separate action brought for that purpose. <br /> <br />10.2 Venue. In the event that either party brings any action against the other under this <br />Agreement, the Parties agree that trial of such action shall be vested exclusively in the <br />state courts of California in the County of Alameda or in the United States District Court for <br />the Northern District of California. <br /> <br />10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this <br />Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so <br />adjudged shall remain in full force and effect. The invalidity in whole or in part of any