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Consulting Services Agreement between City of San Leandro and Last revised 03/22/2021
<br />Fehr & Peers for Crosstown Class IV Corridors Study Page 13 of 17
<br />compilations, correlations, derivations, or other intellectual properties developed, gathered,
<br />compiled or produced by Consultant prior to or independently of any of its services under
<br />this Agreement (“Background IP”). Consultant shall retain all rights, titles, and interests,
<br />including but not limited to all ownership and intellectual property rights, in all Background
<br />IP, including such Background IP that Consultant may employ in the performance of this
<br />Agreement, or may incorporate into any part of the Word Product. Consultant grants the
<br />City an irrevocable, non-exclusive, transferable, royalty-free, license in perpetuity to use,
<br />reuse, modify, disclose, and create derivatives from, such Background IP, but only as an
<br />inseparable part of the Work Product. In the event the Work Product contains or
<br />incorporates any Third-party IT, or a compilation or derivative that includes any Third-party
<br />IP, or in the even that any Third-party IP is needed by the City to reasonably enjoy and use
<br />the Work Product, Consultant shall secure on the City’s behalf and in the name of the City,
<br />an irrevocable, non-exclusive, non-transferable, perpetual, royalty-free license to use,
<br />reproduce, prepare derivative works based upon, distribute copies of, perform and display
<br />the Third-party IP, including the right of the City to authorize contractors, consultants and
<br />other to do the same on the City’s behalf, but only as an inseparable part of the Work
<br />Product.
<br />9.2 Consultant’s Books and Records. Consultant 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 Consultant to this Agreement.
<br />9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this
<br />Agreement requires Consultant 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 />Section 10. MISCELLANEOUS PROVISIONS.
<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 />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.
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