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Consulting Services Agreement between City of San Leandro and Last revised 05/17/2024
<br />DocuPet Corp. for Pet Licensing Services Page 5 of 9
<br />9.1 Records Created as Part of Contractor’s Performance. All final versions of reports,
<br />data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
<br />specifications, records, files, or any other documents or materials, in electronic or any
<br />other form, that Contractor prepares or obtains pursuant to this Agreement and that relate
<br />to the matters covered hereunder shall be the property of the City. Contractor hereby
<br />agrees to deliver those documents to the City upon termination of the Agreement , and City
<br />may use, reuse, or otherwise dispose of the documents without Contractor’s permission. It
<br />is understood and agreed that the documents and other materials, including but not limited
<br />to those described above, prepared pursuant to this Agreement are prepared specifically
<br />for the City and are not necessarily suitable for any future or other u se. City and
<br />Contractor agree that, until final approval by City, all data, plans, specifications, reports
<br />and other documents are confidential drafts and will not be released to third parties without
<br />prior written consent of both Parties.
<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. All
<br />such records shall be maintained in accordance with generally accepted accounting
<br />principles and shall be clearly identified and readily accessible.
<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. Under California Government Code Section 8546.7, if the amount of public funds
<br />expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to
<br />the examination and audit of the State Auditor, at the request of City or as part of any audit
<br />of the City, for a period of 3 years after final payment under the Agreement.
<br />9.4 Proprietary Information. City and Contractor acknowledge and agree that City may
<br />receive confidential information from Contractor that is proprietary to Contractor and may
<br />contain trade secrets, work processes, or other business information (collectively,
<br />“Proprietary Information”). Contractor shall clearly identify such Proprietary Information
<br />when provided to City and shall mark Proprietary Information when provided to City in
<br />writing. City shall not keep or store Contractor’s written Proprietary Information as part of
<br />its regular retention of records and shall dispose of Contractor’s Proprietary Information
<br />after review and upon reasonable request by Contractor, unless otherwise prohibited by
<br />state or federal law or rules of court.
<br />Notwithstanding any other provision of this Agreement, neither party is required to disclose
<br />information which it reasonably deems to be proprietary or confidential in nature. The
<br />Parties agree that any information disclosed by a party and designated as p roprietary and
<br />confidential shall only be disclosed to those officials, employees, representatives, and
<br />agents of the other party that have a need to know in order to administer and enforce this
<br />Agreement. For purposes of this subsection, the terms “proprietary or confidential” include
<br />DocuSign Envelope ID: 77DB2DA3-FBBB-405D-B750-F86438951F8B
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