Cummins Radiator Repair NPSA FInal.DOCX

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Non-Professional Services Agreement between January 1, 2023 City of San Leandro and Cummins Inc., dba Cummins Sale and Service Page 13 of 17 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 Contractor’s Books and Records. Contractor 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 Contractor to this Agreement. Contractor shall not be obligated to disclose any documents or other material indicating Contractor's profitability, Contractor’s internal profit and loss balance sheets, Contractor's employee payroll records or legally privileged documents or information that Contractor is bound to maintain as confidential by written obligation to a third partywith the exception that Contractor shall disclose certified payroll records as expressly provided for under this Agreement. Nothing by way of this section is intended to conflict with the City’s obligation to disclose public records as required by law or otherwise ordered by a court of competent jurisdiction, 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Contractor 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, not more than once per twelve (12) month period.. 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. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. DocuSign Envelope ID: 80F19DC1-90E9-4DAF-A39A-ABADE0A1D10B