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REV: 12-16-24 MI 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 with the best practices in the software industry and in compliance with the Performance Schedule. d. Remedies. Provider covenants that it will make corrections of program errors which are reported in writing to Provider during the term and which are necessary for the Software to conform to the warranties set forth in this Section 15. City agrees to allow Provider the opportunity to make repeated efforts within a thirty (30) day time period to correct programming errors as warranted in this Agreement. Provider agrees that program errors that result in the inability of the City to make functional use of the Software will be given its highest priority with the problem corrected as soon as practicably possible. Provider will strive to have all errors resolved within no more than five calendar days. 16. Acceptance Testing. All Implementation Services shall be subject to acceptance testing by City to verify, to its reasonable satisfaction, that each deliverable conforms to the requirements of a particular phase or milestone as set forth in the Schedule of Services or with respect to the Software, that it conforms to the Functional Specifications in all material respects and does not contain material errors. Acceptance testing will not begin for any deliverable until sufficient data, as reasonably determined by City, has been converted and loaded into the Software or component thereof to enable City to test the functionality of the Software or any component thereof in a test environment that approximates a live production environment. If City determines that any Software deliverable or Implementation Services do not conform with the foregoing requirements, City shall promptly deliver to Provider a notice of non-conformity, and Provider shall work diligently to correct all nonconformities free of charge to City by issuing one or more error corrections or re-performing the defective Implementation Services. Each error correction shall be subject to additional acceptance testing by City. Notwithstanding the acceptance of any deliverable by City, such deliverable shall remain subject to the warranty obligations of Provider for the term of this Agreement. 17. Assignment and Subcontractors. Provider shall not subcontract, assign or transfer this Agreement or any rights under or interest in the Contract Documents without the written consent of the City, which may not be unreasonably withheld. Nothing contained herein shall prevent Provider from employing independent contractors, as well as employees, to provide Services as Provider may deem appropriate, provided, however, that Provider shall remain fully responsible for such independent contractors. 18. Independent Contractor. Provider is retained as an independent contractor and is not an employee of the City. No employee or agent of Provider shall become an employee of the City. The work to be performed shall be in accordance with the work described in this Contract Documents, subject to such directions and amendments from the City as herein provided. 19. Integration. The Contract Documents represent the entire understanding of the City and Provider as to those matters contained herein, and supersedes and cancels any prior oral or written understanding, promises or representations with respect to those matters covered hereunder. This Agreement may not be modified or altered except in writing signed by both parties hereto. This is an integrated Agreement. ATTY/AGR.2024.237/Granicus (Agenda Management System) (Page 8 of 35)