year for scheduled maintenance, and no more than 8 continuous hours per occurrence. Any
scheduled downtime which is scheduled to last more than 1 hour, shall occur on Saturday,
Sunday or after 5 pm, EST or before 8 am, EST.
Unscheduled downtime. The system shall not be unavailable for more than 12 hours per
calendar year for unscheduled downtime, and no more than 8 continuous hours per occurrence.
Remedy. If either scheduled or unscheduled downtime exceeds the amounts listed scheduled
downtime occurs for more than 1 hour during the week 8am — 5 pm, EST, there shall be a credit
at the end of the calendar year of $25 for each hour over or during the amount listed. The credit
shall not exceed the fee for services for the calendar year. Repeat or continuous violations may
be, in the City’s sole discretion, a breach of this contract and cause for termination for cause.
4. Public Disclosure Compliance.
The parties acknowledge that the City is a municipal government and that materials submitted
by the Service Provider to the City become public record. Such records may be subject to public
disclosure, in whole or part and may be required to be released by the City in the event of a
request for disclosure. In the event the City receives a public record request for information that
Service Provider has marked as "Proprietary and Confidential," the City shall notify the Service
Provider of such request and withhold disclosure of such information for not less than FIVE (5)
business days, to permit the Service Provider to seek judicial protection of such information,
provided that the Service Provider shall be responsible for attorney fees and costs in such action
and shall indemnify, save and hold harmless the City from any and all costs, attorney fees or
penalty assessment (including but not limited to statutory amounts) for withholding or delaying
public disclosure of such information.
5. Proprietary Rights Indemnification.
Service Provider represents and warrants that (1) no element of the System and or
methodology provided under this Agreement is the subject of any litigation ("Litigation"), and
(2) Service Provider has all right, title, ownership interest, and/or marketing rights necessary to
Page 20 of 21
Page 20 of 21
