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REV: 12-16-24 MI 8. Additional Work. If changes in the Project and the Contract Documents are requested by Provider or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Provider with a statement of the estimated changes in the Schedule of Services, the Fee Schedule and the Performance Schedule. An amendment to the Agreement shall be prepared by the City and executed by both parties before any change becomes binding upon City. Provider acknowledges that any material amendment to the Contract Documents, particularly with respect to the Fee Schedule, may be subject to approval by the City Council. Such amendment shall not render ineffective or invalidate unaffected portions of the Contract Documents. 9. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Provider and made available at all reasonable times during the Agreement period and for four (4) years from the date of final payment under the Agreement for inspection by the City. 10. Ownership of Data and Intellectual Property. a. City shall be the owner of all data that is used, stored or processed by Provider in connection with the SaaS Solution (“City Data”) and will not disclose, share, sell or otherwise make any use of such data except in the performance of its obligations under this Agreement. For the avoidance of doubt, City Data includes all data created or in any way originating with the City, or is collected by Provider on behalf of the City, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the City as part of the SaaS Solution, or is collected by the Provider on behalf of the City in connection with the SaaS Solution, whether such data or output is stored on the City’s hardware, Provider’s hardware or exists in any system owned, maintained or otherwise controlled by the City or by Provider. Provider will deliver to City a full copy of all City Data that is stored by Provider or held in any database in connection with the Software within five (5) days of City’s request, including within ninety (90) days following the termination of this Agreement, subject to any fee set forth in the Fee Schedule. Furthermore, at the request of City, Provider shall further destroy all copies of the data that are in Provider’s possession. b. The storage and handling of City Data by Provider is as a service provider on behalf of City and it is not intended that the performance of the obligations of Provider pursuant to this Agreement will be subject to the California Consumer Privacy Act as currently in effect. Provider will cooperate with City to ensure that the storage and handling of City Data remains in compliance with any privacy requirements that are applicable to the City. c. Provider shall remain the owner of the Software and any of Provider’s intellectual property that is associated with the SaaS Solution and the performance of any of the Services. 11. Data Security. a. For purposes of this Section 11, the following definitions apply: (i) “Data Breach” means the unauthorized access by a non-authorized person’s that results in the use, disclosure or theft of City Data. (ii) “City Identified Contact” means the person or persons designated in writing by the City to receive Security Incident or Data Breach notification. ATTY/AGR.2024.237/Granicus (Agenda Management System) (Page 4 of 35)