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. <br /> <br /> <br />Consulting Services Agreement between City of San Leandro and Foster & Foster 12/12/2022 <br />Actuarial Consulting Services for CalPERS Analysis Page 11 of 15 <br />8.6.1 Immediately terminate the Agreement; <br /> <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; <br /> <br />8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished <br />by Consultant; or <br /> <br />8.6.4 Charge Consultant the difference between the cost to complete the work described <br />in Exhibit A that is unfinished at the time of breach and the amount that City would <br />have paid Consultant pursuant to Section 2 if Consultant had completed the work. <br /> <br />Section 9. KEEPING AND STATUS OF RECORDS. <br /> <br />9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, <br />charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, <br />files, or any other documents or materials, in electronic or any other form, that Consultant <br />prepares or obtains pursuant to this Agreement and that relate to the matters covered <br />hereunder shall be the property of the City. Consultant hereby agrees to deliver those <br />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, <br />prepared pursuant to this Agreement are prepared specifically for the City and are not <br />necessarily suitable for any future or other use. City and Consultant agree that, until final <br />approval by City, all data, plans, specifications, reports and other documents are confidential <br />and will not be released to third parties without prior written consent of both Parties. <br /> <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 required <br />by law, from the date of final payment to the Consultant to this Agreement. <br /> <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 the <br />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 the <br />examination and audit of the State Auditor, at the request of City or as part of any audit of <br />the City, for a period of 3 years after final payment under the Agreement. <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 which that <br />DocuSign Envelope ID: 1BEB6A68-E2EB-4930-BE17-88C23D3970B2