City Data Services (CDS) SaaS Agreement 3-Year FY25-27

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Software-As-A-Service (SaaS) Agreement between the City of San Leandro and City Data Services 1 of 11 TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT AGREEMENT BETWEEN THE CITY of SAN LEANDRO AND CITY DATA SERVICES LLC FOR SOFTWARE-AS-A-SERVICE THIS AGREEMENT (“Agreement”), by and between the CITY of SAN LEANDRO a California municipal corporation ("City"), and City Data Services LLC (registered as City Data Services Software LLC in California) whose address is 166 Geary St., Ste. 171 Fl. 15, San Francisco, CA 94108 ("Software Provider") (collectively referred to as the “Parties”). RECITALS: The following Recitals are a substantive portion of this Agreement: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California. B. Software Provider is specially trained, experienced, and competent to perform the special services which will be required by this Agreement. C. City and Software Provider desire to enter into a multi-year agreement for Software Provider’s provision of Software-as- a-Service (SaaS) pertaining to City’s online systems. Through this Agreement, Software Provider shall provide to City, maintenance of Public Services module provided by City Data Services. The full scope of services covered by this agreement is described in the attachments Exhibit B: Scope of Development and Exhibit C: Scope of Maintenance (“SSs”). NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on July 1, 2024. The term of this Agreement is June 30, 2027, unless the Agreement is terminated prior thereto under the provisions of Section 16, below. 2. SCOPE OF SERVICES AND CONDITIONS THEREOF Subject to the terms and conditions set forth in this Agreement, Software Provider shall perform each and every service to the schedule of performance set forth in the SSs (collectively “Services”), as described below. A. Responsibilities of Software Provider. Software Provider shall provide the software services as further described in the SSs. The Services provided under this Agreement shall include (a) any software, plug-ins or extensions related to the Services or upon which the Services are based including any and all updates, upgrades, bug fixes, dot releases, version upgrades or any similar changes that may be made available to the Software Provider from time to time (the “Software”), (b) any and all technical documentation necessary or use of the Services, in hard copy form or online (the “Documentation”), (c) regular maintenance of Software Provider’s system, and (d) other technology, user interfaces, know-how and other trade secrets, techniques, designs, inventions, data, images, text, content, APIs, and tools provided in conjunction with the Services. B. Equipment. If necessary, to enable Software Provider to fulfill its obligations under the SSs, Software Provider shall, at its sole cost and expense, furnish all facilities, personnel and equipment to City necessary to provide the Services (the “Equipment”). City agrees, if necessary, to install the Equipment at the location(s) and in the manner specified by Software Provider and as directed by Software Provider. Any Equipment installed by City is a part of the Service and loaned to City by Software Provider, not sold. City agrees to return the Equipment to Software Provider at the termination of this Agreement in an undamaged DocuSign Envelope ID: 8D9C08FC-DD15-4B22-B1CF-3DF3139BA9CC