|
Software-As-A-Service (SaaS) Agreement between the City of San Leandro and City Data Services FY23-24 4 of 12
<br />
<br />5. LICENSES, PERMITS, ETC.
<br />Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and
<br />approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement.
<br />
<br />6. ASSIGNMENTS.
<br />Software Provider may assign, sub-lease, or transfer this Agreement, or any interest therein, to a third
<br />party with the prior written consent of City. Such consent shall not be unreasonably withheld. City’s
<br />withholding of consent shall be deemed reasonable if it appears that the intended assignee in question
<br />is not financially or technically capable of performing Software Provider’s obligations under this
<br />Agreement, or if City has reason to conclude that the proposed assignee is otherwise incapable of
<br />fulfilling Software Provider’s duties hereunder.
<br />
<br />7. INDEPENDENT PARTIES
<br />City and Software Provider intend that the relationship between them created by this Agreement is that
<br />of independent Service Provider. No civil service status or other right of employment will be acquired
<br />by virtue of Software Provider's services. None of the benefits provided by City to its employees,
<br />including but not limited to, unemployment insurance, workers compensation plans, vacation and sick
<br />leave are available from City to Software Provider, its employees or agents.
<br />Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq.
<br />
<br />8. IMMIGRATION REFORM AND CONTROL ACT (IRCA)
<br />Software Provider assumes any and all responsibility for verifying the identity and employment
<br />authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or
<br />other federal or state rules and regulations. Software Provider shall indemnify and hold City harmless
<br />from and against any loss, damage, liability, costs, or expenses arising from any noncompliance of this
<br />provision by Software Provider.
<br />
<br />9. NON-DISCRIMINATION
<br />Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that
<br />neither it nor its employee or sub-Service Providers shall harass or discriminate against a job applicant, a
<br />City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap,
<br />disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status.
<br />Software Provider agrees that any and all violations of this provision shall constitute a material breach of
<br />this Agreement.
<br />
<br />10. INTELLECTUAL PROPERTY INDEMNIFICATION
<br />Software Provider agrees to, at its expense, defend and/or settle any claim made by a third party against
<br />City alleging that the City’s use of the Services infringes such Third party’s United States patent,
<br />copyright, trademark or trade secret (an “IP Claim”), and pay those amounts finally awarded by a court
<br />of competent jurisdiction against City with respect to such IP Claim.
<br />
<br />11. DUTY TO INDEMNIFY AND HOLD HARMLESS
<br />Software Provider shall indemnify, defend, and hold harmless City and its officers, officials, agents,
<br />employees, and volunteers from and against any and all liability, claims, actions, causes of action or
<br />demands whatsoever against any of them, including for any injury to or death of any person or damage to
<br />property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising
<br />out, pertaining to, or related to the performance of this Agreement by Software Provider or Software
<br />DocuSign Envelope ID: 2CAD6DD6-2718-4320-8D8C-86D96A6A60A9
|