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REV: 04-07-24 LF <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 necessary <br />with the City before any upgrades or patches are applied so the City can plan <br />accordingly, and (2) will promptly investigate any technical problems that the City <br />reports. Provider does not guarantee the integrity of data transmitted via the <br />Internet. <br />12. Delays in Performance. <br />a. Neither the City nor Provider shall be considered in default of the Contract <br />Documents for delays in performance caused by circumstances beyond the reasonable <br />control of 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, and <br />other labor disturbances; sabotage or judicial restraint. <br />b. Should such circumstances occur, the non-performing party shall, within a <br />reasonable time of being prevented from performing, give written notice to the other party <br />describing the circumstances preventing continued performance and the efforts being made <br />to resume performance under the Contract Documents. It is not intended by the parties that <br />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 local <br />government, including Cal/OSHA requirements and requirements for verification of <br />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 <br />material respects to the Functional Specifications during the term of this Agreement. <br />Provider agrees to correct, through its standard support process, any nonconformity of <br />which it receives notice during the term. In addition, Provider warrants that any <br />customization to the Software on behalf of City will conform in all material respects to the <br />Functional Specifications. This warranty is void if the City or any other third party <br />intentionally changes or modifies the Software without the permission of Provider. <br />b. Malware. Provider warrants that the Software does not contain any virus or <br />malware and that no employee or contractor of Provider will introduce malware into City’s <br />network during the performance of this Agreement. <br />ATTY/AGR.2026.096/TBD (Relocation Assistance Software) (Page 8 of 33)