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Cummins Radiator Repair NPSA FInal.DOCX
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Cummins Radiator Repair NPSA FInal.DOCX
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<br />Non-Professional Services Agreement between January 1, 2023 <br />City of San Leandro and Cummins Inc., dba Cummins Sale and <br />Service Page 13 of 17 <br />final approval by City, all data, plans, specifications, reports and other documents are <br />confidential and will not be released to third parties without prior written consent of both <br />Parties. <br /> <br />9.2 Contractor’s Books and Records. Contractor 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 Contractor to this Agreement. <br />Contractor shall not be obligated to disclose any documents or other material indicating <br />Contractor's profitability, Contractor’s internal profit and loss balance sheets, Contractor's <br />employee payroll records or legally privileged documents or information that Contractor is <br />bound to maintain as confidential by written obligation to a third partywith the exception <br />that Contractor shall disclose certified payroll records as expressly provided for under this <br />Agreement. Nothing by way of this section is intended to conflict with the City’s obligation <br />to disclose public records as required by law or otherwise ordered by a court of competent <br />jurisdiction, <br /> <br />9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this <br />Agreement requires Contractor 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, not more than once per twelve (12) month period.. Under California Government <br />Code Section 8546.7, if the amount of public funds expended under this Agreement <br />exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the <br />State Auditor, at the request of City or as part of any audit of the City, for a period of 3 <br />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 <br />party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which <br />that party may be entitled. The court may set such fees in the same action or in a <br />separate action 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 <br />state courts of California in the County of Alameda or in the United States District Court for <br />the 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 />provision of this Agreement shall not void or affect the validity of any other provision of this <br />Agreement. <br />DocuSign Envelope ID: 80F19DC1-90E9-4DAF-A39A-ABADE0A1D10B
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