Agmt19 CherryRoad Technologies, Inc.

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as part of the User Acceptance process undertaken by the City pursuant to the Statement of Work. This warranty is void if the City makes any changes or modifications in the Solution without the permission of Consultant. 5.2 Malware. Consultant warrants that in performing the Services, it has not introduced into the Software any disabling code, back door access point, virus, tracking software or malware of any kind and that Consultant shall not introduce any of the foregoing into the City's network environment during the performance of the Services. Consultant shall notbe responsiblefor any of the foregoing that are inthe Software provided by a Third Party Provider unless Consul tantis awareof the presence of such code and does not notify the City. 5.3 Service Warranty. Consultant wa rra nts thatall Services provided underthis Agreement will beperformed in professional, competent and workmanlikemannerinaccordancewiththe requirements ofthisAgreement and the Statement of Work. City shall notify Consultant in writing of any breach of this warranty during user acceptancetesting for each deliverableor ProjectPhase. Provider shall further providea sufficientnumber of properlytrained and competent staff to carry out the Services in a skilled and professional manner consistent with the best practices inthe software industry and in compliancewiththe Project5chedule. 5.4 Remedies. Consultant covenants that it will make corrections of defects or errors in the Solution which are the result of the Services and which are reported in writing to Consultant during the Warranty Period and which arenecessaryforthe Solution to conform to the warranties setforth in Section 5.1. City agrees to allow Consultantthe opportunity to make repeated efforts within a thirty (30) day time period to correct errors or malfunctions as warranted inthis Agreement. Consultantwil I striveto haveany and all defects resolved within no more than thirty (30) calendar days. 5.5 THE WARRANTIES CONTAINED HEREIN AND IN THE STATEMENT OF WORK ARE CONSULTANT'S SOLE AND EXCLUSIVE WARRANTIES. CONSULTANT AFFIRMATIVELY EXCLUDES ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE SERVICES PROVIDED INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT THE CONSULTANT KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR 15 OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ARISING BY LAW OR BY REASON OF CUSTOM OF THE TRADE. 6.0 INSURANCE. Consultantshall obtain and maintain for the duration of the Agreement and any and all amendments, insuranceagainstclaims for injuries to persons or damage to property which may ariseout of or in connection with performance of the Services by Consultant or Consultant's agents, representatives, employees or subcontractors. The insurancecarrier is required to maintain an A.M. Best rating of not less than "A -:VII". 6.1 Coverages and Limits. Consultant, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless otherwise approved by City in writing. These minimum amounts of coverage will not constitute any Iimitationsorcap onConsultant's indemnification obligations under this Agreement. 6.1.1 Commercial General Liability Insurance. Consultant shall maintain occurrence based coverage with limits not less than $2,000,000 per occurrence. if thesubmitted policies contain aggregate l i mits, such limits will apply separately to the Services, project, or location that is the subject of this Agreement or the aggregate will be twice the required per occurrence limit. The Commercial General Liability insurancepolicyshall beendorsedto name the City, its officers, agents, employees andvolunteers as additional insureds, and to state that the insurance will be primary and not contribute with any insuranceorself-insurancemaintained bythe City. 6.1.2 Business Automobile Liability Insurance. Consultantshall maintain coveragewith limits not less than $1,000,000 per each accident for owned, hired and non -owned automobiles. 6.1.3 Workers' Compensation and Employer's Liability Insurance. Consultantshall maintain coverage as required by the California Labor Code and Employer's Liability limits with limits not less than $1,000,000 per each accidentfor bodily injuryor disease.The Worker's Compensation policyshall contain an endorsement statingthat the insurerwaives any rightto subrogation against the City, its GENERALTERMS AND CONDITIONS Page ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 6 of 172