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Consulting Services Agreement between City of San Leandro and
<br />VRC Companies, LLC for Records Storage
<br />03/28/2022
<br />Page 11 of 15
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<br />8.5 Survival. All obligations arising prior to the termination of this Agreement and all
<br />provisions of this Agreement allocating liability between City and Consultant shall survive
<br />the termination of this Agreement.
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<br />8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
<br />of this Agreement, City’s remedies shall include, but are not limited to, the following:
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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
<br />other work product prepared by Consultant pursuant to this Agreement;
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<br />8.6.3 Retain a different consultant to complete the work described in Exhibit A not
<br />finished by Consultant; or
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<br />8.6.4 Charge Consultant the difference between the cost to complete the work
<br />described in Exhibit A that is unfinished at the time of breach and the amount that
<br />City would have paid Consultant pursuant to Section 2 if Consultant had
<br />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 Consultant’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 />Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
<br />covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
<br />those documents to the City upon termination of the Agreement. It is understood and agreed that
<br />the documents and other materials, including but not limited to those described above, prepared
<br />pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable
<br />for any future or other use. City and Consultant agree that, until final approval by City, all data,
<br />plans, specifications, reports and other documents are confidential and will not be released to
<br />third parties without prior written consent of both Parties.
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<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.
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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 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.
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<br />DocuSign Envelope ID: 12317C0C-9CFE-40DF-8B44-5EC0D23CDEBA
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