City Data Services SAAS 20230701

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Software-As-A-Service (SaaS) Agreement between the City of San Leandro and City Data Services FY23-24 6 of 12 1301 W Hillsdale Blvd. #208 San Mateo, CA 94403 Attention: Steve Crounse 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within the time specified and according to the requirements set forth in City’s written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days prior written notice to Software Provider as provided herein. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City shall pay Software Provider for services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of 30 days after the effective date of termination, unless authorized by City. City shall be entitled to any post-termination assistance generally made available with respect to the Services; unless a unique data retrieval arrangement has been established as part of the SSs. Software Provider shall securely dispose of all requested data in all of its forms, such as disk, CD/ DVD, backup tape and paper, when requested by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)- approved methods. Certificates of destruction shall be provided to City. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the services provided under this agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the services shall substantially perform in all material respects as described in the SSs in the event of any breach of section (iii), above, Software Provider shall, as its sole liability and your sole remedy, repair or replace the services that are subject to the warranty claim at no cost to City or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the services are provided without warranty of any kind, express or implied including, but not limited to, the implied warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement. 18. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies, and regulations enacted or issued by City. DocuSign Envelope ID: 2CAD6DD6-2718-4320-8D8C-86D96A6A60A9