PFMAM Consulting Services Agreement 07082025.docx

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Consulting Services Agreement between City of San Leandro and Last revised [07/09/2025] U.S. Bancorp Asset Management, Inc for Investment Management Services Page 12 of 16 9.2 Consultant’s Books and Records. Consultant 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 of such charges for service or expenditures and disbursements to the Consultant to this Agreement. All such records shall be maintained in accordance with generally accepted accounting principles. 9.3 Inspection and Audit of Records. N/A 9.4 Proprietary Information. City and Consultant acknowledge and agree that City may receive confidential information from Consultant that is proprietary to Consultant and may contain trade secrets, work processes, or other business information (collectively, “Proprietary Information”). Consultant 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 Consultant’s written Proprietary Information as part of its regular retention of records and shall dispose of Consultant’s Proprietary Information after review and upon reasonable request by Consultant, 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 p roprietary 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. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to w hich 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 Agreement, the Parties agree that trial of such action shall be vested exclusively in the Docusign Envelope ID: 1D6D36AA-4F1E-4C09-A4F6-2607A53277FF