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Software-As-A-Service (SaaS) Agreement between the City of San Leandro and City Data Services 4 of 11
<br />reason to conclude that the proposed assignee is otherwise incapable of fulfilling Software Provider’s duties
<br />hereunder.
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<br />7. INDEPENDENT PARTIES
<br />City and Software Provider intend that the relationship between them created by this Agreement is that of
<br />independent Service Provider. No civil service status or other right of employment will be acquired by virtue of
<br />Software Provider's services. None of the benefits provided by City to its employees, including but not limited
<br />to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to
<br />Software Provider, its employees or agents.
<br />Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq.
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<br />8. IMMIGRATION REFORM AND CONTROL ACT (IRCA)
<br />Software Provider assumes any and all responsibility for verifying the identity and employment authorization of all
<br />of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal or state rules and
<br />regulations. Software Provider shall indemnify and hold City harmless from and against any loss, damage, liability,
<br />costs or expenses arising from any noncompliance of this provision by Software Provider.
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<br />9. NON-DISCRIMINATION
<br />Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor
<br />its employee or sub-Service Providers shall harass or discriminate against a job applicant, a City employee, or a
<br />citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status,
<br />pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and
<br />all violations of this provision shall constitute a material breach of this Agreement.
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<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 City
<br />alleging that the City's use of the Services infringes such Third party’s United States patent, copyright, trademark
<br />or trade secret (an “IP Claim”), and pay those amounts finally awarded by a court of competent jurisdiction against
<br />City with respect to such IP Claim.
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<br />11. DUTY TO INDEMNIFY AND HOLD HARMLESS
<br />Software Provider shall indemnify, defend, and hold harmless City and its officers, officials, agents, employees and
<br />volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against
<br />any of them, including for any injury to or death of any person or damage to property or other liability of any nature,
<br />whether physical, emotional, consequential or otherwise, arising out, pertaining to, or related to the performance of
<br />this Agreement by Software Provider or Software Provider’s employees, officers, officials, agents or independent
<br />Service Providers, except where such liability arises solely as a result of the active negligence or tortious conduct of
<br />City or its agent. Such costs and expenses shall include reasonable attorneys’ fees of counsel of City’s choice,
<br />expert fees and all other costs and fees of litigation. The provisions of this Section survive the completion of the
<br />Services or termination of this Contract.
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<br />12. INSURANCE:
<br />General Requirements. On or before the commencement of the term of this Agreement, Software Provider shall
<br />furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of
<br />expiration of insurance coverage in compliance with the requirements listed in Exhibit “A”. Software Provider shall
<br />maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance
<br />required by this Agreement.
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<br />DocuSign Envelope ID: 8D9C08FC-DD15-4B22-B1CF-3DF3139BA9CC
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