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REV: 12-20-24 MI <br />Section apply to outstanding or future invoices only and are forfeit upon <br />termination of this Agreement. Provider is not required to issue refunds or to <br />make payments against such credits under any circumstances, including, <br />without limitation, termination of this Agreement. <br />(ii) Provider (1) will use reasonable efforts to make the Services available 24 hours <br />per day, 7 days per week, excluding downtime for scheduled maintenance. If <br />Provider intends to install an upgrade or patch to the system that impacts the <br />availability, operation, look-and-feel, or functionality of Services, Provider will <br />provide the City at least two (2) business days’ notice and coordinate if <br />necessary with the City before any upgrades or patches are applied so the <br />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 Documents <br />for delays in performance caused by circumstances beyond the reasonable control of <br />the non-performing party. For purposes of this Agreement, such circumstances <br />include but are not limited to: abnormal weather conditions; floods; earthquakes; fire; <br />epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, <br />and other labor 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 <br />describing the circumstances preventing continued performance and the efforts being <br />made to resume performance under the Contract Documents. It is not intended by the <br />parties that 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 shall comply <br />with all applicable laws, ordinances, codes and regulations of the federal, state and <br />local government, including Cal/OSHA requirements and requirements for verification <br />of employees' legal right to work in the United States. <br />b. If required, Provider shall assist the City, as requested, in obtaining and maintaining <br />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 <br />to 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 intentionally <br />changes or modifies the Software without the permission of Provider. <br />ATTY/AGR.2024.239/Dropcountr, Inc. (Dropcountr) (Page 7 of 28)