Agmt24 E&M Electric and Machinery, Inc.

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REV: 11-06-24 MI 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. 8. 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. 9. 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 Software 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 Software Solution, or is collected by the Provider on behalf of the City in connection with the Software 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 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. ATTY/AGR.2024.215/E & M Electric and Machinery, Inc. (AVEVA Subscription) (Page 4 of 20)