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<br />Non-Professional Services Agreement between January 12, 2023 City of San Leandro and SWIMS Page 12 of 16
<br />8.6 Options upon Breach by SWIMS. If SWIMS materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by SWIMS pursuant to this Agreement; 8.6.3 Retain a different SWIMS to complete the work described in Exhibit A not finished by SWIMS; or 8.6.4 Charge SWIMS the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid SWIMS pursuant to Section 2 if SWIMS had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of SWIMS’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, that SWIMS prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. SWIMS hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and SWIMS agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties. 9.2 SWIMS’s Books and Records. SWIMS 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 SWIMS to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires SWIMS 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.
<br />DocuSign Envelope ID: 3CF5F1DA-0970-4726-A2E8-F5B25AD4C567
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