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REV: 02-25-26 LF and (ii) external network or equipment problems beyond Provider’s reasonable control, such as any issue in the City’s computer hardware, software, modems, connections to the Internet and other items required for the City to access and use the Software, force majeure events or other causes beyond Provider’s reasonable control or issues that are related to external applications or third parties. (ii) Provider will exercise reasonable efforts to achieve the performance levels set forth above. In the event that average performance falls below the foregoing target during any calendar month, the following service credits will apply: for availability between 99% and 95%, Provider shall credit five percent (5%) of that month’s service fees; for availability between 94.9% and 90%, Provider shall credit ten percent (10%) of that month’s service fees; and for availability below 89.9%, Provider shall credit twenty-five percent (25%) of that month’s service fees. Credits issued pursuant to this Section apply to outstanding or future invoices only and are forfeit upon termination of this Agreement. Provider is not required to issue refunds or to make payments against such credits under any circumstances, including, without limitation, termination of this Agreement. (iii) 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 of Services, Provider will use reasonable efforts to 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. 12. 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. 13. 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 ATTY/AGR.2026.050/ICHI Plan, Inc. (AI enabled Software Solution) (Page 7 of 31)