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REV: 10-03-24 MI <br />actions taken to make changes in business practices in providing the Services, if <br />necessary. <br />(v) Unless otherwise stipulated, if a Data Breach is a direct result of Provider’s <br />breach of its contractual obligation to secure City Data in accordance with this <br />Agreement and the Security Policy or otherwise prevent its release, Provider <br />shall bear the costs associated with (1) the investigation and resolution of the <br />Data Breach; (2) notifications to individuals, regulators or others required by <br />state law; (3) a credit monitoring service if required by state (or federal) law; (4) <br />a website or a toll-free number and call center for affected individuals if required <br />by state law — all not to exceed the average per record per person cost calculated <br />for data breaches in the United States (currently $225 per record/person) in the <br />most recent Cost of Data Breach Study: Global Analysis published by the <br />Ponemon Institute at the time of the Data Breach; and (5) complete all corrective <br />actions as reasonably determined by Provider based on root cause. <br />10. Service Level Requirements. Provider will provide City access to and use of the Software in <br />accordance with the support response times and service availability requirements of Exhibit “B”. <br />11. Delays in Performance. <br />a. Neither the City nor Provider shall be considered in default of the Contract Documents <br />for delays in performance caused by circumstances beyond the reasonable control of the <br />non-performing party. For purposes of this Agreement, such circumstances include but <br />are not limited to: abnormal weather conditions; floods; earthquakes; fire; epidemics; <br />war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor <br />disturbances; sabotage or judicial restraint. <br />b. Should such circumstances occur, the non-performing party shall, within a reasonable <br />time of being prevented from performing, give written notice to the other party describing <br />the circumstances preventing continued performance and the efforts being made to <br />resume performance under the Contract Documents. It is not intended by the parties that <br />any such delay shall extend for a period in excess of sixty (60) days. <br />12. Compliance with Law. <br />a. In carrying out its obligations under the Contract Documents, Provider shall comply with <br />all applicable laws, ordinances, codes and regulations of the federal, state and local <br />government, including Cal/OSHA requirements and requirements for verification of <br />employees' legal right to work in the United States. <br />b. If required, Provider shall assist the City, as requested, in obtaining and maintaining all <br />permits required of Provider by federal, state and local regulatory agencies. <br />13. Warranty <br />a. Provider Warranty. Provider represents and warrants the following: (a) the <br />Documentation sufficiently describes features, functionality, and operation of the <br />Software as applicable; (b) the Software, as applicable, conforms to the Functional <br />Specifications as stated in the Agreement and is free from defects in material and <br />workmanship; (c) the Software does not contain any viruses or other malicious threats, <br />programs, features, or devices (“Viruses”) that could harm City, and Provider uses <br />commercially reasonable efforts to prevent and eradicate such Viruses. Furthermore, <br />consistent with prevailing industry standards, Provider shall maintain the Software in a <br />ATTY/AGR.2024.180/Neighborly Software (Page 6 of 26)