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than as may be necessary or required for completion of such portion of work under
the contract that is not terminated.

3. Immediately make every reasonable effort to obtain cancellation upon terms
satisfactory to the City of all orders or subcontracts to the extent they relate to the
performance of work terminated, abandoned, or suspended under the notice, assign
to the City any orders or subcontracts specified in the notice, and revoke
agreements specified in the notice.

4. Not resume work after the effective date of a notice of suspension until receipt of a
written notice from the City to resume performance.

In the event of a termination, abandonment, or suspension at will, Service Provider shall receive
all amounts due and not previously paid to Service Provider for work satisfactorily completed in
accordance with the contract prior to the date of the notice and compensation for work thereafter
completed as specified in the notice. No amount shall be allowed or paid for anticipated profit on
unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE. This agreement may be terminated by the City
on 10 calendar day’s written notice to Service Provider in the event of a failure by Service
Provider to adhere to all the terms and conditions of the contract or for failure to
satisfactorily, in the sole opinion of the City, pursue the project or to complete work in a timely
and professional manner. Service Provider shall be given an opportunity for consultation with
the City prior to the effective date of the termination. Service Provider may terminate the
contract on 10 calendar days written notice if, through no fault of Service Provider, the City
fails to pay Service Provider for 30 days after the date of approval of any submitted invoice
forms and progress reports.

In the event of a termination for cause, Service Provider shall receive all amounts due and not
previously paid to Service Provider for work satisfactorily completed in accordance with the
contract prior to the date of the notice, Jess all previous payments. No amount shall be allowed
or paid for anticipated profit on unperformed services or other unperformed work. Any such
payment may be adjusted to the extent of any additional costs occasioned to the City by reasons
of Service Provider's failure. Service Provider shall not be relieved of liability to the City for
damages sustained from the failure, and the City may withhold any payment to the Service
Provider until such time as the exact amount of damages due to the City is determined. All
claims for payment by the Service Provider must be submitted to the City within 30 days of the
effective date of the notice of termination.

If after termination for the failure of Service Provider to adhere to all the terms and conditions of
the contract or for failure to satisfactorily, in the sole opinion of the City, pursue the project or to
complete work in a timely and professional manner, it is determined that Service Provider had
not so failed, the termination shall be deemed to have been a termination at will. In that event,
the City shall make an equitable adjustment in the compensation paid to Service Provider. The
adjustment shall include a reasonable profit for services or other work performed up to the
effective date of termination less all previous payments.

C. GENERAL PROVISIONS FOR TERMINATION. Upon termination of the
contract, the City may take over the work and prosecute it to completion by agreement with
another party or otherwise. In the event Service Provider shall cease conducting business, the
City shall have the right to solicit applications for employment from any employee of the
Service Provider assigned to the performance of the contract.

Page 11 of 21
Page 11 of 21

Neither party shall be considered in default of the performance of its obligations hereunder to the
extent that performance of such obligations is prevented or delayed by any cause, existing or

future, which is beyond the reasonable control of such party. Delays arising from the actions or
inactions of one or more of Service Provider's principals, officers, employees, agents, sub
Service Providers, consultants, vendors, or suppliers are expressly recognized to be within
Service Provider's control.

9. NO DAMAGES FOR DELAY. Apart from a written extension of time, no
payment, compensation, or adjustment of any kind shall be made to Service Provider for
damages because of hindrances or delays in the progress of the work from any cause, and
Service Provider agrees to accept in full satisfaction of such hindrances and delays any
extension of time that the City may provide.

10. INSURANCE. Service Provider shall carry and maintain in effect during the
performance of services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000
aggregate;
> Workers' Compensation Coverage in compliance with the State of New Hampshire
. Statutes, $100,000/$500,000/$ 100,000 unless exempt.

Service Provider shall maintain in effect at all times during the performance under this contract
all specified insurance coverage with insurers. None of the requirements as to types and limits to
be maintained by Service Provider are intended to and shall not in any manner limit or qualify
the liabilities and obligations assumed by Service Provider under this contract. The City of
Nashua shall not maintain any insurance on behalf of Service Provider. Sub Service Providers
are subject to the same insurance requirements as Service Provider and it shall be the
Service Provider’s responsibility to ensure compliance of this requirement.

Service Provider will provide the City of Nashua with certificates of insurance for coverage as
listed below and endorsements affecting coverage required by the contract within ten calendar
days after the City issues the notice of award. The City of Nashua requires thirty days written
notice of cancellation or material change in coverage. The certificates and endorsements for
each insurance policy must be signed by a person authorized by the insurer and who is licensed
by the State of New Hampshire. General Liability policies must name the City of Nashua as
an_additional_ insured and reflect on the certificate of insurance. Service Provider is
responsible for filing updated certificates of insurance with the City of Nashua's Risk
Management Department during the life of the contract.

= All deductibles and self-insured retentions shall be fully disclosed in the certificate(s) of
insurance.

= If aggregate limits of less than $2,000,000 are imposed on bodily injury and property
damage, Service Provider must maintain umbrella liability insurance of at least
$1,000,000. All aggregates must be fully disclosed on the required certificate of
insurance.

" The specified insurance requirements do not relieve Service Provider of its
responsibilities or limit the amount of its liability to the City or other persons, and Service
Provider is encouraged to purchase such additional insurance, as it deems necessary.

= The insurance provided herein is primary, and no insurance held or owned by the City of

Nashua shall be called upon to contribute to a loss.
Page 12 of 21
Page 12 of 21

" Service Provider is responsible for and required to remedy all damage or loss to any
property, including property of the City, caused in whole or part by Service Provider or
anyone employed, directed, or supervised by Service Provider.

11. INDEMNIFICATION Regardless of any coverage provided by any insurance, Service
Provider agrees to indemnify and shall defend and hold harmless the City, its agents, officials,
employees and authorized representatives and their employees from and against any and all suits,
causes of action, legal or administrative proceedings, arbitrations, claims, demands, damages,
liabilities, interest, attorney’s fees, costs and expenses of any kind or nature in any manner
caused, occasioned, or contributed to in whole or in part by reason of any negligent act,
omission, or fault or willful misconduct, whether active or passive, of Service Provider or of
anyone acting under its direction or control or on its behalf in connection with or incidental to
the performance of this contract. Service Provider’s indemnity, defense and hold harmless
obligations, or portions thereof, shall not apply to liability caused by the sole negligence or
willful misconduct of the party indemnified or held harmless.

12. FISCAL CONTINGENCY. All payments under this contract are contingent upon the
availability to the City of the necessary funds. This contract shall terminate and the City's
obligations under it shall be extinguished at the end of any fiscal year in which the City fails to
appropriate monies for the ensuing fiscal year sufficient for the performance of this contract.

Nothing in this contract shall be construed to provide Service Provider with a right of payment
over any other entity. Any funds obligated by the City under this contract that are not paid to
Service Provider shall automatically revert to the City’s discretionary control upon the
completion, termination, or cancellation of the agreement. The City shall not have any
obligation to re-award or to provide, in any manner, the unexpended funds to Service Provider.
Service Provider shall have no claim of any sort to the umexpended funds.

13. COMPENSATION. Review by the City of Service Provider's submitted annually for
subscription services invoice forms and progress reports for payment will be promptly
accomplished by the City. If there is insufficient information, the City may require Service
Provider to submit additional information. Unless the City, in its sole discretion, decides

otherwise, the City shall pay Service Provider in full within 30 days of approval of the
submitted monthly invoice forms and progress reports.

14. COMPLIANCE WITH APPLICABLE LAWS. Service Provider, at all times, shall
fully and completely comply with all applicable local, state and federal laws, statutes,
regulations, ordinances, orders, or requirements of any sort in carrying out the obligations of
this contract, including, but not limited to, all federal, state, and local accounting procedures and
requirements, all immigration and naturalization laws, and the Americans With Disabilities Act.
Service Provider shall, throughout the period services are to be performed under this contract,
monitor for any changes to the applicable laws, statutes, regulations, ordinances, orders, or
requirements, shall promptly notify the City in writing of any changes to the same relating to
or affecting this contract, and shall submit detailed documentation of any effect of the change
in terms of both time and cost of performing the contract.

15. NONDISCRIMINATION. If applicable or required under any federal or state law,
statute, regulation, order, or other requirement, Service Provider agrees to the following terms.
Service Provider will not discriminate against any employee or applicant for employment
because of physical or mental handicap in regard to any position for which the employee or

Page 13 of 21
Page 13 of 21

applicant for employment is qualified. Service Provider agrees to take affirmative action to
employ, advance in employment, or to otherwise treat qualified, handicapped individuals
without discrimination based upon physical or mental handicap in all employment practices,
including but not limited to the following: employment, upgrading, demotion, transfer,
recruitment, advertising, layoff, termination, rates of pay, or other forms of compensation and
selection for training, including apprenticeship.

Without limitation of the foregoing, Service Provider's attention is directed to 41 C.F.R. § 60-
1.4, and the clause entitled "Equal Opportunity Clause" which, by reference, is incorporated into
this contract, to 41 C.F.R. § 60-250 et seq. and the clause entitled "Affirmative Action
Obligations of Service Providers and Sub Service Provider for Disabled Veterans and Veterans
of the Vietnam Era," which, by reference, is incorporated in this contract, and to 41 C.F.R. §
60-471 and the clause entitled "Affirmative Action Obligations of Service Providers and Sub
Service Providers for Handicapped Workers," which, by this reference, is incorporated in this
contract.

Service Provider agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of
work, and obligation of Service Provider under this contract.

In connection with the performance of work under this contract, Service Provider agrees not to
discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the

_ following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

Service Provider agrees, if applicable, to insert these provisions in all subcontracts, except for
subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Service Provider shall constitute a material breach of the contract.

16. FEDERAL SUBCONTRACTING REQUIREMENTS. If Service Provider awards a
subcontract under this contract, Service Provider, if applicable, shall use the following alternative

steps:

A. Using the services of the Small Business Administration and the Minority
Business Development Agency of the United States Department of
Commerce, as appropriate; and

B. Requiring the sub Service Provider, if it awards subcontracts, to take
the affirmative steps set forth in paragraph A.

If applicable, Service Provider agrees to complete and submit to the City a Minority Business
Enterprise/Woman Business Enterprise (MBE/WBE) Utilization Report (Standard Form 334)
within 30 days after the end of each fiscal quarter until the end of the contract.

17. ENDORSEMENT. Service Provider shall seal and/or stamp and sign professional
documents including drawings, plans, maps, reports, specifications, and other instruments of
service prepared by Service Provider or under its direction as required under the laws of the State
of New Hampshire.

Page 14 of 21
Page 14 of 21

18. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING. Service
Provider shall not assign, transfer, delegate, or subcontract any rights, obligations, or duties
under this contract without the prior written consent of the City. Any such assignment,
transfer, delegation, or subcontracting without the prior written consent of the City is void.
Any consent of the City to any assignment, transfer, delegation, cr subcontracting shall only
apply to the incidents expressed and provided for in the written consent and shall not be
deemed to be a consent to any subsequent assignment, transfer, delegation, or subcontracting.
Any such assignment, transfer, delegation, or subcontract shall require compliance with or shall
incorporate all terms and conditions set forth in this agreement, including all incorporated
Exhibits and written amendments or modifications. Subject to the foregoing provisions, the
contract inures to the benefit of, and is binding upon, the successors and assigns of the parties.

19. CITY INSPECTION OF CONTRACT MATERIALS. The _ books, records,
documents and accounting procedures and practices of Service Provider related to this contract
shall be subject to inspection, examination and audit by the City, including, but not limited
to, the contracting agency, Corporation Counsel, and, if applicable, the Comptroller General
of the United States, or any authorized representative of those entities.

20. DISPOSITION OF CONTRACT MATERIALS. Any books, reports, studies,
photographs, negatives or other documents, data, drawings or other materials, including but
not limited to those contained in media of any sort (e.g., electronic, magnetic, digital) prepared
by or supplied to Service Provider in the performance of its obligations under this contract shall
be the exclusive property of the City and all such materials shall be remitted and delivered, at
Service Provider's expense, by Service Provider to the City upon completion, termination, or
cancellation of this contract. Alternatively, if the City provides its written approval to Service
Provider, any books, reports, studies, photographs, negatives or other documents, data,
drawings or other materials including but not limited to those contained in media of any
sort (e.g., electronic, magnetic, digital) prepared by or supplied to Service Provider in
the performance of its obligations under this contract must be retained by Service Provider for
a minimum of four years after final payment is made and all other pending matters are closed.
If, at any time during the retention period, the City, in writing, requests any or all of the
materials, then Service Provider shall promptly remit and deliver the materials, at Service
Provider's expense, to the City. Service Provider shall not use, willingly allow or cause to have
such materials used for any purpose other than the performance of Service Provider's
obligations under this contract without the prior written consent of the City.

21. PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Service Provider
expressly agrees that all documents ever submitted, filed, or deposited with the City by Service
Provider (including those remitted to the City by Service Provider pursuant to paragraph
21), unless designated as confidential by a specific statue of the State of New Hampshire, shall
be treated as public records and shall be available for inspection and copying by any person,
or any governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Service Provider in the performance of its
obligations under this contract shall be the subject of any application for a copyright or patent by
or on behalf of Service Provider. The City shall have the right to reproduce any such materials.

Service Provider expressly and indefinitely waives all of its rights to bring, including but not
limited to, by way of complaint, interpleader, intervention, or any third party practice, any

Page 15 of 21
Page 15 of 21

claims, demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City or any of its officers or employees, in either
their official or individual capacity, for violations of or infringement of the copyright or patent
laws of the United States or of any other nation. Service Provider agrees to indemnify, to defend,
and to hold harmless the City, its representatives, and employees from any claim or action
seeking to impose liability, costs, and attorney fees incurred as a result of or in connection with
any claim, whether rightful or otherwise, that any material prepared by or supplied to Service
Provider infringes any copyright or that any equipment, material, or process (or any part thereof)
specified by Service Provider infringes any patent.

Service Provider shall have the right, in order to avoid such claims or actions, to substitute at its
expense non-infringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infringing, or to obtain
the necessary licenses to use the infringing materials, concepts, products, or processes, provided
that such substituted or modified materials, concepts, products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

22. MILESTONE AND FINAL ACCEPTANCE. Upon completion of each milestone
and at final completion of all the work under the contract, Service Provider shall notify the
City in writing of the date of the completion of the milestone or final completion of all
the work and request confirmation of the completion from the City. Upon receipt of the notice,
the City shall confirm to Service Provider in writing that the whole of the milestone or final
completion of all the work was completed on the date indicated in the notice or provide
Service Provider with a written list of work not completed. With respect to work listed by the
City as incomplete, Service Provider shall promptly complete the work and the final
acceptance procedure shall be repeated. The date of final acceptance of each milestone and of
final acceptance of all the work by the City shall be the date the City accepts and approves
the notice of completion in writing.

23. TAXES. Service Provider shall pay all taxes, levies, duties, and assessments of every
nature due in connection with any work performed under the contract and make any and all
payroll deductions required by law. The contract sum and agreed variations to it does not include
any taxes imposed by law. Service Provider hereby indemnifies and holds harmless the City
from any liability on account of any and all such taxes, levies, duties, assessments, and
deductions.

24. NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and
conditions of this contract shall be considered waived by the City. There shall be no waiver of
any past or future default, breach, or modification of any of the terms and conditions of the
contract unless expressly stipulated to by the City in a written waiver.

25. RIGHTS AND REMEDIES. The duties and obligations imposed by the contract and
the rights and remedies available under the contract shall be in addition to and not a limitation of
any duties, obligations, rights, and remedies otherwise imposed or available by law.

26. PROHIBITED INTERESTS. Service Provider shall not allow any officer or
employee of the City to have any indirect or direct interest in this contract or the proceeds of
this contract. Service Provider warrants that no officer or employee of the City has any
direct or indirect interest, whether contractual, noncontractual, financial or otherwise, in this
contract or in the business of Service Provider. If any such interest comes to the attention of
Service Provider at any time, a full and complete disclosure of the interest shall be
immediately made in writing to the City. Service Provider also warrants that it presently has

Page 16 of 21 —
Page 16 of 21

no interest and that it will not acquire any interest, direct or indirect, which would conflict
in any manner or degree with the performance of services required to be performed under
this contract. Service Provider further warrants that no person having such an interest shall
be employed in the performance of this contract. If City determines that a conflict exists
and was not disclosed to the City, it may terminate the contract at will or for cause in
accordance with paragraph 8.

In the event Service Provider (or any of its officers, partners, principals, or employees acting
with its authority) is convicted of a crime involving a public official arising out or in connection
with the procurement of work to be done or payments to be made under this contract, City may
terminate the contract at will or for cause in accordance with paragraph 8. Upon termination,
Service Provider shall refund to the City any profits realized under this contract, and Service
Provider shall be liable to the City for any costs incurred by the City in completing the work
described in this contract. At the discretion of the City, these sanctions shall also be applicable
to any such conviction obtained after the expiration or completion of the contract.

Service Provider warrants that no gratuities (including, but not limited to, entertainment or gifts)
were offered or given by Service Provider to any officer or employee of the City with a view
toward securing a contract or securing favorable treatment with respect to the awarding or
amending or making of any determinations with respect to the performance of this contract. If
City determines that such gratuities were or offered or given, it may terminate the contract at will
or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a
waiver of any other rights or remedies available to the City under this contract or at law.

Page 17 of 21
Page 17 of 21

EDUCATION
* 8S, English, Troy State
University

CERTIFICATIONS

* [IS O0001.a — Emergency
Manager: An Orientation
to the Position

* 1§-00029 — Public
Information Officer

Awareness

* 15-00030.a — Mitigation
eGrants System

* IS 00042 — Social
Media in Emergency
Management

« 1$ 00100.b — Introduction
to Incident Command
System

* 1$00200.b — ICS for
Single Resources and
Initial Action Incident

* 1§00393.a = Introduction
to Hazard Mitigation

* 1800453 = Introduction
to Homeland Security
Planning

* 1$00632.a — Introduction
to Debris Operations

« |§00634 — Introduction
to FEMA's Public

JUSTIN CAULEY

TEAM LEAD / GRANTS SPECIALIST

Justin has more than eight years of Emergency Management and Disaster Recovery experience.
Justin has supported disaster recovery projects in the states of Colorado, South Carolina, Texas,
and Puerto Rico. Responsibilties have included disaster case management, debris management,
grant management, and compliance monitoring and implementation. Mr. Cauley has provided
FEMA Public Assistance grant management services to Larimer County, Colorado and was
deployed to South Carolina following the February 2014 Severe Ice Storm where he assisted

In field inspection and verification ensuring all contractors complied with FEMA requirements.
Mr. Cauley served as a Disaster Case Manager Supervisor providing comprehensive mobility
counseling and disaster case management services to eligible homeowners under the U.S.
Department of Housing and Urban Development's Community Development Block Grant
Disaster Recovery Program within the Deep East Texas Council of Governments (DETCOG)
(67 Applicants) and Liberty County, Texas (116 Applicants). In this role Justin worked with

Low to Moderate Income Homeowners, the Texas General Land Office, Real Estate Agents,
Subrecipients and their Legal Team, Insurance Agencies, Title Companies, Gas/Electric Companies,
Builders, and Inspectors in order to ensure all parties worked together in a timely manner to
successfully assist Applicants, as well as comply with the program guidelines set forth by HUD
and GLO.

EXPERIENCE

* Coronavirus Relief Fund (CRF) analysis for the Hurricane Laura debris
Grant Management, Seward County, clean up project. Justin has overseen the
Finney County, and Neosho County, documentation, reconciliation, and invoicing
KS. Process Engineer. Justin serves as of over 2.6 million cubic yards of debris

process engineer tasked with creation and + Hurricane Maria — Puerto Rico

maintenance of program processes and Justin served as the lead subject matter

workflows supported by data management expert and program manager for the

systems for Neosho, Seward, and Finney implementation of the Uniform Relocation
Act (URA) across the Puerto Rico
Department of Housing (PRDOH) CDBG-

DR portfolio of 26 programs.

County's suite of programs aimed at
recovery and ongoing mitigation of impacts
of COVID-19, including programs providing
assistance to individuals and households,
grants to small businesses, FEMA match, Pabst estat chil Cos
served as a supervisor for the data
collection and QA/QC of debris tickets

for all off-system roadways for Gulf

and grants to non-profits and government
entities to design and administer recovery
initiatives. ;

County, Florida. He also worked with the

* Hurricane Laura: Louisiana Districts contractors performing right-of way clean-

2,3,7, and 8, Data Manager justin serves

up to reconcile all tickets and prepare and
a Supervisor overseeing QC/QC and data

finalize each invoice for reimbursement.

@

27. THIRD PARTY INTERESTS AND LIABILITIES. The City and Service
Provider, including any of their respective agents or employees, shall not be liable to third
parties for any act or omission of the other party. This contract is not intended to create any
rights, powers, or interest in any third party and this agreement is entered into for the
exclusive benefit of the City and Service Provider.

28. SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the
parties that by their nature survive termination or completion of this contract shall remain
in full force and effect.

29. SEVERABILITY. In the event that any provision of this contract is rendered
invalid or unenforceable by any valid act of Congress or of the New Hampshire legislature
or any court of competent jurisdiction, or is found to be in violation of state statutes or
regulations, the invalidity or unenforceability of any particular provision of this contract
shall not affect any other provision, the contract shall be construed as if such invalid or
unenforceable provisions were omitted, and the parties may renegotiate the invalid or
unenforceable provisions for sole purpose of rectifying the invalidity or unenforceability.

30. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This
contract constitutes the entire contract between the City and Service Provider. The parties
shall not be bound by or be liable for any statement, representation, promise, inducement,
or understanding of any kind or nature not set forth in this contract. No changes,
amendments, or modifications of any terms or conditions of the contract shall be valid unless
reduced to writing and signed by both parties.

31. CHOICE OF LAW AND VENUE. This contract shall be governed exclusively by
the laws of the State of New Hampshire and any litigation shall be brought in a court located
in the State of New Hampshire.

Page 18 of 21
Page 18 of 21

EXHIBIT B
SPECIFIC CONDITIONS OF CONTRACT

1. Ownership of Records and Documents.

All work product which results from this contract, including reports, forms, letters, notification,
licenses, approvals and all data and records entered into, maintained within or resulting from the
product (CIVICgov) (collectively “Work Product”) shall immediately become the property of
the City and Service Provider shall assign all copyright interests, in only the output of such
material from the product (CIVICgov,) to the City. Service Provider shall retain ownership of
the intellectual property of Service Provider that is or could be protected by federal copyright,
patent or trademark laws, or state trade secret laws, related to the actual software product
(CIVICgov) itself that is licensed to the City Gf applicable); and Proprietary source code of the
product (CIVICgov) contained in all deliverables and copyright interests in the actual

software product itself and its source code.

The City retains ownership and rights to all customer data entered or loaded into the system.
Service Provider cannot sell, mine, analyze or otherwise process City's data or Work Product for

any purpose not explicitly authorized by City without written authorization.

2. Management of Hosted System and Data.

Service Provider shall notify the City at least five (5) business days in advance of any scheduled

downtime.

Service Provider shall notify the City at least TEN (10) business days in advance of any system
upgrades that will impact the function of the system. This does not include operating system,
web server, or database patches needed for system operation or security. The City's database
will be maintained and backed up by the Service Provider in a non-proprietary format daily.

The data will be maintained in the Service Provider’s authorized data centers.

3. System Availability.

Scheduled downtime. The system shall not be unavailable for more than 32 hours per calendar

Page 19 of 21
Page 19 of 21