Agmt21 E & M Electric and Machinery, Inc.

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REV: 11-30-21 RL 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 Software Solution and the performance of any of the Services. 10. Delays in Performance. a. Neither the City nor Provider shall be considered in default of the Contract Documents for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to: abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance under the Contract Documents. It is not intended by the parties that any such delay shall extend for a period in excess of sixty (60) days. 11. Compliance with Law. a. In carrying out its obligations under the Contract Documents, Provider shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements and requirements for verification of employees' legal right to work in the United States. b. If required, Provider shall assist the City, as requested, in obtaining and maintaining all permits required of Provider by federal, state and local regulatory agencies. 12. Warranty a. Software Warranty. Provider warrants that the Software will conform in all material respects to the Functional Specifications during the term of this Agreement. Provider agrees to correct, through its standard support process, any nonconformity of which it receives notice during the term. In addition, Provider warrants that any customization to the Software on behalf of City will conform in all material respects to the Functional Specifications. This warranty is void if the City or any other third party intentionally changes or modifies the Software without the permission of Provider. b. Malware. Provider warrants that the Software does not contain any virus or malware and that no employee or contractor of Provider will introduce malware into City’s network during the performance of this Agreement. c. Service Warranty. Provider warrants that all Services provided under this Agreement will be performed in a professional, competent and workmanlike manner in accordance with the requirements of the Schedule of Services and the Functional Specifications, if applicable. Provider shall further provide a sufficient number of properly trained and competent staff to carry out the Services in a skilled and professional manner consistent ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 4 of 51)