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 3 of 11 access, user access IP address, user access history and security logs for all City files related to this Agreement. L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of Software Provider. The system shall be available for City’s use on a 24/7/365 basis (with agreed -upon maintenance downtime). M. Sub-Service Provider Disclosure. Software Provider shall identify all of its strategic business partners related to services provided under this Agreement, including all sub-Service Providers or other entities or individuals who may be a party to a joint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations. N. Business Continuity and Disaster Recovery. Software Provider shall provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this agreement and shall ensure that it meets City’s recovery time objective (RTO) of four (4) hours or less. O. Compliance with Accessibility Standards. Software Provider shall comply with and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). P. Web Services. Software Provider shall use Web services exclusively to interface with City Data in near real time when possible. 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for services performed pursuant to this agreement in a total amount not to exceed twenty-nine thousand five hundred and twenty dollars ($29,520). The payments specified in this section shall be the only payments to be made to Software Provider for development and maintenance services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/deliverables: Fiscal Year Disbursements: Total: $29,520 FY 24-25 Not to exceed $9,360 FY 25-26 Not to exceed $9,840 FY 26-27 Not to exceed $10,320 City shall pay Service Provider within thirty (30) days after receipt of Service Provider’s invoice. City shall return to Service Provider any payment request determined not to be a proper payment request as soon as practicable, but not later than fourteen (14) days after receipt and shall explain in writing the reasons why the payment request is not proper. 4. TIME IS OF THE ESSENCE Software Provider and City agree that time is of the essence regarding the performance of this Agreement. 5. LICENSES, PERMITS, ETC. Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 6. ASSIGNMENTS. Software Provider may assign, sub-lease, or transfer this Agreement, or any interest therein, to a third party with the prior written consent of City. Such consent shall not be unreasonably withheld. City’s withholding of consent shall be deemed reasonable if it appears that the intended assignee in question is not financially or technically capable of performing Software Provider’s obligations under this Agreement, or if City has DocuSign Envelope ID: 8D9C08FC-DD15-4B22-B1CF-3DF3139BA9CC