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Consulting Services Agreement between City of San Leandro and Last Revised 06/02/2023 Woodard Curran Page 12 of 16 notwithstanding the transfer of ownership set forth above, Consultant shall retain ownership rights to its standard, non Project specific details, designs and specifications. 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 w hich 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 LIMITATION OF LIABILITY. THE TOTAL AGGREGATE LIABILITY OF CONSULTANT AND ANY OF ITS SUB-CONSULTANTS TO THE CITY OR ANYONE CLAIMING BY OR THROUGH THEM FOR ANY AND ALL CLAIMS WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE NEGLIGENCE, ERRORS, OMISSIONS, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF CONSULTANT AND/OR ITS SUB- CONSULTANTS PURSUANT TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL APPLICABLE INSURANCE PROCEEDS PAID TO CONSULTANT BY ITS INSURERS UP TO THE AMOUNT OF THE SPECIFIED INSURANCE POLICY LIMITS SET FORTH IN THIS AGREEMENT. Neither Party shall be responsible or held liable to the other for special, punitive, exemplary, indirect, incidental or consequential damages, including, but not limited to, loss of profit, loss of investment, loss of product, business interruption, or liability for loss of use of facilities or City’s existing property, however the same may be caused. 10.3 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. DocuSign Envelope ID: ADFCA036-C58E-463C-B43B-4FD581DA6F71