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<br />Consulting Services Agreement between City of San Leandro and Gigantic Idea Studio 03/25/2026 <br />for Spring Cleaning Day Event Promotion Page 12 of 16 <br />documents are confidential and will not be released to third parties without prior written <br />consent of both Parties. <br /> <br />9.2 Consultant’s Books and Records. Consultant 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 Consultant 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 /> <br />9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this <br />Agreement requires Consultant 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 a mount 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. <br /> <br />9.4 Proprietary Information. City and Consultant acknowledge and agree that City may <br />receive confidential information from Consultant that is proprietary to Consultant and may <br />contain trade secrets, work processes, or other business information (collectively, <br />“Proprietary Information”). Consultant 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 Consultant’s written Proprietary Information as part of <br />its regular retention of records and shall dispose of Consultant’s Proprietary Information <br />after review and upon reasonable request by Consultant, unless otherwise prohibited by <br />state or federal law or rules of court. <br /> <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 “propri etary or confidential” include <br />but are not limited to, information relating to a party’s corporate structure and affiliates, <br />marketing plans, financial information, trade secrets, work processes, or other information <br />that is reasonably determined by a party to be competitively sensitive. A party may make <br />proprietary or confidential information available for inspection but not copying or removal <br />by the other party’s representatives. This subsection, shall not prohibit the disclosure of <br />any documents otherwise required to be disclosed pursuant to the California Public <br />Records Act, California Government Code Section 7920.000 et seq. <br /> <br />Section 10. MISCELLANEOUS PROVISIONS. <br /> <br />10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for <br />declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing <br />Docusign Envelope ID: D1AE03B0-400E-405E-9F38-868153046BE8