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REV: 12-16-24 MI (ii) Provider (1) will use reasonable efforts to make the Services available 24 hours per day, 7 days per week, excluding downtime for scheduled maintenance. If Provider intends to install an upgrade or patch to the system that impacts the availability, operation, look-and-feel, or functionality of Services, Provider will provide the City at least two (2) business days’ notice and coordinate if necessary with the City before any upgrades or patches are applied so the City can plan accordingly, and (2) will promptly investigate any technical problems that the City reports. Provider does not guarantee the integrity of data transmitted via the Internet. 13. 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. 14. 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. 15. Warranty. a. Software Warranty. Provider warrants that the Software will provide all of the features and functionality set forth in the current documentation for the Software 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 features and functionality stated in the scope of such customization. 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. ATTY/AGR.2024.237/Granicus (Agenda Management System) (Page 7 of 35)