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REV: 10-03-24 MI <br />7. Additional Work. If changes in the Project and the Contract Documents are requested by <br />Provider or the City, and informal consultations with the other party indicate that a change is <br />warranted, a proposal/quote will be provided to the City by the Provider. If such proposal/quote <br />is acceptable to the City, an amendment to the Agreement shall be prepared by the City and <br />executed by both parties before any change becomes binding upon City. Provider acknowledges <br />that any material amendment to the Contract Documents, particularly with respect to the Fee <br />Schedule, may be subject to approval by the City Council. Such amendment shall not render <br />ineffective or invalidate unaffected portions of the Contract Documents. <br />8. Maintenance of Records. Books, documents, papers, accounting records, and other evidence <br />pertaining to costs incurred shall be maintained by Provider and made available at all reasonable <br />times during the Agreement period and for four (4) years from the date of final payment under the <br />Agreement for inspection by the City. <br />9. Ownership of Data and Intellectual Property. <br />a. City shall be the owner of all data that is used, stored or processed by Provider in <br />connection with the SaaS Solution (“City Data”) and will not disclose, share, sell or <br />otherwise make any use of such data except in the performance of its obligations under <br />this Agreement. For the avoidance of doubt, City Data includes all data created or in any <br />way originating with the City, or is collected by Provider on behalf of the City, and all <br />data that is the output of computer processing of or other electronic manipulation of any <br />data that was created by or in any way originated with the City as part of the SaaS <br />Solution, or is collected by the Provider on behalf of the City in connection with the SaaS <br />Solution, whether such data or output is stored on the City’s hardware, Provider’s <br />hardware or exists in any system owned, maintained or otherwise controlled by the City <br />or by Provider. Provider shall have the right to internally collect and analyze data <br />(including City Data) as necessary for Provider to provide the services described herein. <br />Provider will further have the right to use data related to the performance of the services <br />under this Agreement (not including City Data) during and after the term hereof to <br />improve and enhance the Software and Services. City Data may be aggregated with data <br />from other customers of Provider for the purpose of providing analytical services and <br />databases developed by Provider for customer use, as well as preparing general reports of <br />system usage, provided, however, that all City Data and data derived therefrom will be (i) <br />cleansed of any personally identifiable information or other confidential information of <br />the City; and (ii) fully anonymized and presented with other customers data in a manner <br />that does not allow the use of filtering tools that could be used to re-identify City Data <br />through geographic or other data content tags. <br />b. Provider will deliver to City a full copy of all City Data that is stored by Provider or held <br />in any database in connection with the Software in accordance with the requirements of <br />Section 5 of Exhibit C. <br />c. The storage and handling of City Data by Provider is as a service provider on behalf of <br />City and it is not intended that the performance of the obligations of Provider pursuant to <br />this Agreement will be subject to the California Consumer Privacy Act as currently in <br />effect. Provider will cooperate with City to ensure that the storage and handling of City <br />Data remains in compliance with any privacy requirements that are applicable to the City. <br />d. Provider shall own and retain all rights, title and interest in and to (a) the Services and <br />Software, all improvements, enhancements, or modifications thereto, (b) any software, <br />applications, inventions, or other technology developed in connection with <br />implementation of services or support, and (c) all intellectual property rights related to <br />any of the foregoing. <br />ATTY/AGR.2024.180/Neighborly Software (Page 4 of 26)