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(3) years, or for any longer period required by law, from the final date of payment to CentralSquare
<br />under this Agreement. Upon request, CentralSquare shall permit Customer and its directors,
<br />officers, employees, and agents to have on-site access at CentralSquare's premises (or remote
<br />access as the case may be) during normal business hours to such ledgers, books of account,
<br />invoices, vouchers, canceled checks, and other records or documents. CentralSquare shall
<br />render reasonable cooperation to Customer as requested. CentralSquare shall promptly
<br />reimburse Customer for all its costs and expenses incurred to conduct such audit or inspection
<br />and be required to pay for any delinquencies. In addition, under California Government Code
<br />Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten
<br />Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of
<br />the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3)
<br />years after final payment under the Agreement.
<br />5.4. Service and System Control. Except as otherwise expressly provided in this Agreement:
<br />5.4.1. CentralSquare has and will retain sole control over the operation, provision, maintenance, and
<br />management of the Solutions; and
<br />5.4.2. Customer has and will retain sole control over the operation, maintenance, and management of,
<br />and all access to and use of, the Customer Systems, and sole responsibility for access to and
<br />use of the Solutions by any Person by or through the Customer Systems or other means
<br />controlled by Customer or any Authorized User, including any reports or results obtained from
<br />any use of the Solutions, and conclusions, decisions, or actions based on such use.
<br />5.4.3. Notwithstanding anything to the contrary in this Agreement, all reports, data, maps, models,
<br />charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files,
<br />or any other documents or materials, in electronic or any other form, that Customer creates or
<br />uploads to the Solution pursuant to this Agreement shall be the property of Customer.
<br />CentralSquare hereby agrees to deliver those documents to Customer upon termination or
<br />expiration of this Agreement. It is understood and agreed that the documents and other
<br />materials, including but not limited to those described above, prepared pursuant to this
<br />Agreement are prepared specifically for Customer and are not necessarily suitable for any future
<br />or other use. Customer and CentralSquare agree that, until final approval by Customer, all data,
<br />plans, specifications, reports and other documents are confidential and will not be released to
<br />third parties without prior written consent of both parties unless required by law.
<br />5.5. Limitations. Customer must provide CentralSquare with such facilities, equipment and support as are
<br />reasonably necessary for CentralSquare to perform its obligations under this Agreement, including, if
<br />required by CentralSquare, remote access to the Customer Systems. CentralSquare is not responsible
<br />or liable for any delay or failure of performance caused in whole or in part by any Customer delay or
<br />Customer's failure to perform any obligations under this Agreement.
<br />5.6. Exceptions. CentralSquare has no obligation to provide Support Services relating to any Defect with the
<br />Solutions that, in whole or in part, arise out of or result from any of the following:
<br />5.6.1. software, or media on which provided, that is modified or damaged by Customer or third -party;
<br />5.6.2. any operation or use of, or other activity relating to, the Solutions other than as specified in the
<br />Documentation, including any incorporation, or combination, operation or use of the Solutions in
<br />or with, any technology (software, hardware, firmware, system, or network) or service not
<br />specified for Customer's use in the Documentation;
<br />5.6.3. any negligence, abuse, misapplication, or misuse of the Solution other than by CentralSquare
<br />personnel, including any Customer use of the Solution other than as specified in the
<br />Documentation or expressly authorized in writing by CentralSquare ;
<br />5.6.4. any Customer's failure to promptly install any New Releases that CentralSquare has previously
<br />made available to Customer;
<br />5.6.5. the operation of, or access to, Customer's or a third -party's system, materials or network;
<br />5.6.6. any relocation of the Solution other than by CentralSquare personnel;
<br />5.6.7. any beta software, software that CentralSquare makes available for testing or demonstration
<br />purposes, temporary software modules, or software for which CentralSquare does not receive a
<br />fee;
<br />REV: 12-22-2020 PR
<br />ATTY/AGR.2020.307/Central Square (Page 4 of 26)
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