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<br />Non-Professional Services Agreement between April 16, 2025
<br />City of San Leandro and Bailey Fence Company Inc. Page 15 of 19
<br />9.1 Records Created as Part of Contractor’s Performance. All reports, data, maps,
<br />models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
<br />records, files, or any other documents or materials, in electronic or any other form, that
<br />Contractor prepares or obtains pursuant to this Agreement and that relate to the matters
<br />covered hereunder shall be the property of the City. Contractor hereby agrees to deliver
<br />those documents to the City upon termination of the Agreement and City may use, reuse,
<br />or otherwise dispose of the documents without Contractor’s permission. It is understood
<br />and agreed that the documents and other materials, including but not limited to those
<br />described above, prepared pursuant to this Agreement are prepared specifically fo r the
<br />City and are not necessarily suitable for any future or other use. City and Contractor agree
<br />that, until final approval by City, all data, plans, specifications, reports and other
<br />documents are confidential and will not be released to third parties without prior written
<br />consent of both Parties.
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<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.
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<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 Ci ty or as part of any audit
<br />of the City, for a period of 3 years after final payment under the Agreement.
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<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.
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<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: 7E68EE88-C43D-4341-995D-BC2B27185894
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