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<br />Consulting Services Agreement between City of San Leandro and Last revised 03/22/2021 Fehr & Peers for Crosstown Class IV Corridors Study Page 13 of 17
<br />compilations, correlations, derivations, or other intellectual properties developed, gathered, compiled or produced by Consultant prior to or independently of any of its services under this Agreement (“Background IP”). Consultant shall retain all rights, titles, and interests, including but not limited to all ownership and intellectual property rights, in all Background IP, including such Background IP that Consultant may employ in the performance of this Agreement, or may incorporate into any part of the Word Product. Consultant grants the City an irrevocable, non-exclusive, transferable, royalty-free, license in perpetuity to use, reuse, modify, disclose, and create derivatives from, such Background IP, but only as an inseparable part of the Work Product. In the event the Work Product contains or incorporates any Third-party IT, or a compilation or derivative that includes any Third-party IP, or in the even that any Third-party IP is needed by the City to reasonably enjoy and use the Work Product, Consultant shall secure on the City’s behalf and in the name of the City, an irrevocable, non-exclusive, non-transferable, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third-party IP, including the right of the City to authorize contractors, consultants and other to do the same on the City’s behalf, but only as an inseparable part of the Work Product. 9.2 Consultant’s Books and Records. Consultant 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 Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Consultant 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. 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.
<br />DocuSign Envelope ID: 914D7F6A-581B-4E79-A4DE-D435448A26ACDocuSign Envelope ID: 1D2C789B-A43C-4C90-8258-3971B5F628E3
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