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<br />Non-Professional Services Agreement between July 1, 2020
<br />City of San Leandro and David Sams Page 10 of 13
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<br />8.6.1 Immediately terminate the Agreement;
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<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;
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<br />8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by
<br />Contractor; or
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<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.
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<br />Section 9. KEEPING AND STATUS OF RECORDS.
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<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.
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<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.
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<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 />Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of
<br />the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years
<br />after final payment under the Agreement.
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<br />Section 10. MISCELLANEOUS PROVISIONS.
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<br />10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory
<br />relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to
<br />reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The
<br />court may set such fees in the same action or in a separate action brought for that purpose.
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<br />10.2 Venue. In the event that either party brings any action against the other under this Agreement, the
<br />Parties agree that trial of such action shall be vested exclusively in the state courts of California in
<br />the County of Alameda or in the United States District Court for the Northern District of California.
<br />DocuSign Envelope ID: 69E7D865-20D0-4D4D-99FC-1F709B0E198C
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