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REV: 11-22-24 MI <br />against such credits under any circumstances, including, without limitation, <br />termination of this Agreement. <br />(ii) Provider (1) will use reasonable efforts to make the Services available <br />twenty-four (24) hours per day, seven (7) days per week, excluding downtime for <br />scheduled maintenance. If Provider intends to install an upgrade or patch to the <br />system that impacts the availability, operation, look-and-feel, or functionality of <br />Services, Provider will provide the City at least two (2) business days’ notice and <br />coordinate if necessary with the City before any upgrades or patches are applied <br />so the City can plan accordingly, and (2) will promptly investigate any technical <br />problems that the City reports. Provider does not guarantee the integrity of data <br />transmitted via the Internet. <br />12. Delays in Performance. <br />a. Neither the City nor Provider shall be considered in default of the Contract <br />Documents for delays in performance caused by circumstances beyond the reasonable <br />control of the non-performing party. For purposes of this Agreement, such circumstances <br />include but are not limited to action by any governmental body; emergency state; floods; <br />earthquakes; fire; epidemics; pandemics; war; riots and other civil disturbances; strikes, <br />lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. <br />b. Should such circumstances occur, the non-performing party shall, within ten (10) <br />days 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 />13. Compliance with Law. <br />a. In carrying out its obligations under the Contract Documents, Provider and City <br />shall comply with all applicable laws, ordinances, codes and regulations of the federal, <br />state and local government, including Cal/OSHA requirements and requirements for <br />verification of employees' legal right to work in the United States. Any Software and <br />Services provided under this Agreement shall comply with the Web Content Accessibility <br />Guidelines 2.1 Levels A and AA by the dates required by the rule. <br />b. If required, Provider shall assist the City, as requested, in obtaining and <br />maintaining all permits required of Provider by federal, state and local regulatory agencies. <br />14. Warranty. <br />a. Software Warranty. Provider warrants that the Software will conform in all material <br />respects to the Functional Specifications during the term of this Agreement. Provider <br />agrees to correct, through its standard support process, any nonconformity of which it <br />receives notice during the term. In addition, Provider warrants that any customization to <br />the Software on behalf of City will conform in all material respects to the Functional <br />Specifications. This warranty is void if the City or any other third party changes or modifies <br />the Software without the prior permission of Provider, provided, however, that this <br />sentence will not apply to normal use of tools included in the Software by City to edit or <br />customize materials that are presented through use of the Software. <br />ATTY/AGR.2024.220/Kim Lundgren Associates, Inc (KLA) (Climate Dashboard) (Page 7 of 22)