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Software-As-A-Service (SaaS) Agreement between the City of San Leandro and City Data Services FY23-24 5 of 12 <br />Provider’s employees, officers, officials, agents or independent Service Providers, except where such <br />liability arises solely as a result of the active negligence or tortious conduct of City or its agent. Such <br />costs and expenses shall include reasonable attorneys’ fees of counsel of City’s choice, expert fees and all <br />other costs and fees of litigation. The provisions of this Section survive the completion of the Services or <br />termination of this Contract. <br /> <br />12. INSURANCE: <br />General Requirements. On or before the commencement of the term of this Agreement, Software Provider <br />shall furnish City with certificates showing the type, amount, class of operations covered, effective dates <br />and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit “A”. <br />Software Provider shall always maintain in force during the performance of this Agreement all appropriate <br />coverage of insurance required by this Agreement. <br /> <br />13. RECORDS <br />Software Provider shall maintain internal records reflecting that the Services were performed by Software <br />Provider hereunder in accordance with customary recordkeeping practices in the software development <br />industry. Software Provider shall provide free access to such records to the representatives of City or <br />its designees at all reasonable and proper times and gives City the right to examine and audit same, and to <br />make transcripts therefrom as necessary. No such examination and audit shall give City the right to access <br />records relating to other Software Provider customers. Such records shall be maintained for a period of three <br />(3) years after Software Provider receives final payment from City for all services required under this <br />agreement. <br /> <br />14. NONAPPROPRIATION <br />This Agreement is subject to the fiscal provisions of the CITY Municipal Code and Agreement will <br />terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated <br />for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only <br />appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This <br />Section shall take precedence in the event of a conflict with any other covenant, term, condition, or <br />provision of this Agreement. <br /> <br />15. NOTICES <br />All notices, demands, requests or approvals to be given under this Agreement shall be given in writing <br />and conclusively shall be deemed served when delivered personally or on the second business day after <br />deposit in the U.S. Mail, postage prepaid, addressed as hereinafter provided. All notices, demands, <br />requests, or approvals shall be addressed as follows: <br /> <br />TO CITY: <br />City of San Leandro <br />835 East 14th Street <br />San Leandro, CA 94577 <br />Attention: Kerri Heusler, Housing Manager <br /> <br />TO SOFTWARE PROVIDER: <br />City Data Services, LLC <br />DocuSign Envelope ID: 2CAD6DD6-2718-4320-8D8C-86D96A6A60A9