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Software-As-A-Service (SaaS) Agreement between the City of San Leandro and City Data Services 6 of 11 <br />a pro rata basis with compensation provided for the period of service paid as a percentage of the total <br />contract amount. <br />C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an <br />orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties <br />and the subsequent secure disposal of City data. During any period of service suspension, Software Provider <br />shall not take any action to intentionally erase any City data for a period of 30 days after the effective date of <br />termination, unless authorized by City. City shall be entitled to any post -termination assistance generally <br />made available with respect to the Services; unless a unique data retrieval arrangement has been established <br />as part of the SSs. Software Provider shall securely dispose of all requested data in all of its forms, such as <br />disk, CD/ DVD, backup tape and paper, when requested by City. Data shall be permanently deleted and shall <br />not be recoverable, according to National Institute of Standards and Technology (NIST)- approved methods. <br />Certificates of destruction shall be provided to City. <br /> <br />17. WARRANTY AND WARRANTY DISCLAIMER <br />Software Provider warrants that, (i) the services shall be provided in a diligent, professional, and workmanlike <br />manner in accordance with industry standards, (ii) the services provided under this agreement do not infringe or <br />misappropriate any intellectual property rights of any third party, and (iii) the services shall substantially perform in <br />all material respects as described in the SSs in the event of any breach of section (iii), above, Software Provider <br />shall, as its sole liability and your sole remedy, repair or replace the services that are subject to the warranty claim <br />at no cost to City or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for <br />services not rendered. Except for the warranty described in this section, the services are provided without warranty <br />of any kind, express or implied including, but not limited to, the implied warranties or conditions of design, <br />merchantability, fitness for a particular purpose, and any warranties of title and non -infringement. <br /> <br />18. COMPLIANCE <br />Software Provider shall comply with all state or federal laws and all ordinances, rules, policies and regulations <br />enacted or issued by City. <br /> <br />19. CONFLICT OF LAW <br />This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice <br />of law rules which may direct the application of laws of another jurisdiction. Any suits brought pursuant to this <br />Agreement shall be filed with the Superior Court for the County of Alameda, State of California. <br /> <br />20. INTEGRATED CONTRACT <br />This Agreement, including all appendices, represents the full and complete understanding of every kind or nature <br />whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are <br />merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any <br />modification of this Agreement will be effective only by written execution signed by both City and Software Provider. <br />In the event that any Service Level Agreement, Exhibit, associated instrument or agreement executed by the <br />Parties in conjunction with this Agreement or prior thereto contains a term that conflicts with the terms of this <br />Agreement, the terms of this Agreement shall govern and supersede any other document or Exhibit. <br /> <br />21. AUTHORITY <br />The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to <br />do so on behalf of their respective legal entities. <br />DocuSign Envelope ID: 8D9C08FC-DD15-4B22-B1CF-3DF3139BA9CC