Invengo Technology Corp_CSA_August 27, 2020.docx

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Consulting Services Agreement between City of San Leandro and Last revised [8.27.2020] Invengo Technology Corp for a Library RFID System Page 10 of 14 City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, generated, prepared, or otherwise obtained by Consultant, either directly or indirectly, pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver this data or those documents to the City upon request in a format agreeable to the City. It is understood and agreed that the documents and other data, including but not limited to those described above, prepared or generated pursuant to this Agreement are prepared or generated specifically for the City and can be shared with third parties at the discretion of the City. Consultant agrees that, unless final approval is granted by City, all data, plans, specifications, reports and other documents are to be kept confidential and will not be released to third parties by Consultant without prior written consent of the City. 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 oral or 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. 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. DocuSign Envelope ID: 8FF7EC42-DB1C-4919-AAA5-730971DF2BF2