Agmt25 E&M Electric and Machinery, Inc.

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REV: 11-21-25 LF 12. Warranty. a. Software Warranty. Provider warrants that the Software will conform in all material respects to the Functional Specifications 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 Functional Specifications. 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. 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 12. 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. 13. 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 be withheld for any reason at the sole discretion of the City. 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. 14. 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. 15. 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.2025.321/E & M Electric and Machinery, Inc. (SCADA System) (Page 5 of 42)