NPSA Julian Tree Care High Maintenance Trees v2

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Non-Professional Services Agreement between 3/28/2025 City of San Leandro and Julian Tree Care Page 15 of 19 City and are not necessarily suitable for any future or other use. City and Contractor 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 Contractor’s Books and Records. Contractor 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 Contractor to this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Contractor 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. 9.4 Proprietary Information. City and Contractor acknowledge and agree that City may receive confidential information from Contractor that is proprietary to Contractor and may contain trade secrets, work processes, or other business information (collectively, “Proprietary Information”). Contractor shall clearly identify such Proprietary Information when provided to City and shall mark Proprietary Information when provided to City in writing. City shall not keep or store Contractor’s written Proprietary Information as part of its regular retention of records and shall dispose of Contractor’s Proprietary Information after review and upon reasonable request by Contractor, unless otherwise prohibited by state or federal law or rules of court. Notwithstanding any other provision of this Agreement, neither party is required to disclose information which it reasonably deems to be proprietary or confidential in nature. The Parties agree that any information disclosed by a party and designated as proprietary and confidential shall only be disclosed to those officials, employees, representatives, and agents of the other party that have a need to know in order to administer and enforce this Agreement. For purposes of this subsection, the terms “proprietary or confidential” include but are not limited to, information relating to a party’s corporate structure and affiliates, marketing plans, financial information, trade secrets, work processes, or other information that is reasonably determined by a party to be competitively sensitive. A party may make proprietary or confidential information available for inspection but not copying or removal by the other party’s representatives. This subsection shall not prohibit the disclosure of any documents otherwise required to be disclosed pursuant to the California Public Records Act, California Government Code Section 7920.000 et seq. Section 10. MISCELLANEOUS PROVISIONS. Docusign Envelope ID: 6E0F1F31-4796-4E09-B275-924E6DB46578