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In Process <br />Consulting Services Agreement between City of San Leandro and HdL Last revised [10/06/2021] <br /> Page 13 of 17 <br /> <br />All documents, preliminary drafts, communications and any and all other work product <br />related to the Services and provided by Consultant to City either in hard copy or electronically <br />are the property of City. This does not include any software, programs, methodologies or <br />systems used in the creation of such work product, nor does it include any drafts, notes or <br />internal communications prepared by Consultant in the course of performing the Services <br />that were not otherwise provided to City in either hardcopy or electronic form, all of which <br />may be protected by Consultant or others’ copyrights or other intellectual property. <br />Consultant shall be responsible for clearly identifying those drafts, notes or internal <br />communications prepared by Consultant in the course of performing the Services that it <br />believes are protected under Consultant or others’ copyrights or other intellectual property. <br />It is possible that any documents, drafts, communications or other work product provided to <br />City may be considered public records under applicable law and/or may be discoverable <br />through litigation. Consultant agrees to indemnify, defend, and hold harmless the City, its <br />agents and employees, from any judgment, fines, penalties, and award of attorneys’ fees <br />awarded against the City in favor of a party requesting information under the California Public <br />Records Act, and any and all costs connected with that defense. This obligation to indemnify <br />survives termination of services and this Agreement. Consultant ma y publicly state that it <br />performs the Services for City. <br /> <br /> Subject to applicable law, Consultant is responsible for retaining all final documents and <br />other final work product related to the Services for a period of not less than three (3) years <br />from the date provided to City. Retention of any other documents, preliminary drafts, <br />communications and any and all other work product provided to City by Consultant is the <br />responsibility of City. Consultant has no responsibility to retain any drafts, notes, <br />communications, emails or other writings created or received by City in the course of <br />performing the Services (other than the final documents and other final work product related <br />to the Services and provided to City for the term of years referenced above). <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 party <br />shall be entitled to reasonable attorneys’ fees in addition to any other relief to w hich that <br />party may be entitled. The court may set such fees in the same action or in a separate action <br />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 state <br />courts of California in the County of Alameda or in the United States District Court for the <br />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 <br />DocuSign Envelope ID: BCD08FE9-787B-40EF-808D-44E4B85F65EF