Visionary Integration Professionals LLC Master Services Agreement Amnd1 20230512

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Master Services MSA between City of San Leandro and 11/17/2021 VIP for Accela Improvements Page 13 of 18 any other documents or materials, in electronic or any other form, that VIP prepares or obtains pursuant to this MSA and that relate to the matters covered hereunder shall be the property of the City. VIP hereby agrees to deliver those documents to the City upon termination of the MSA. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this MSA are prepared specifically for the City and are not necessarily suitable for any future or other use. City and VIP 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 VIP’s Books and Records. VIP 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 MSA for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the VIP to this MSA. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this MSA requires VIP to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this MSA exceeds $10,000.00, the MSA 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 MSA. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this MSA brings any action, including an action for declaratory relief, to enforce or interpret the provision of this MSA, 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 MSA, 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 MSA is invalid, void, or unenforceable, the provisions of this MSA not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this MSA shall not void or affect the validity of any other provision of this MSA. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this MSA does not constitute a waiver of any other breach of that term or any other term of this MSA. DocuSign Envelope ID: 9F9DB541-0E42-4025-BA38-8A30B1B769DBDocuSign Envelope ID: A6E6ED1E-C240-4C45-AFA2-3D4A68C228A1