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26. ties,r GSMICES a. Availability of Services Subject to the terns of this Agreement, Contractor sliall use its best effbrts to provide online access to the City and tilers of FPPC forns for twenty-four (24) hours a day, seven (7) days a week upon completion of the parsed database and accepted by the City and thereafter, throughout the term of this Agreement. City agrees that from time to time Contractor's servers may be inaccessible or inoperable for various reasons, including: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Contractor may undertake fi-om time to time; or (iii) causes beyond the control of Contractor or which were not reasonably foreseeable by Contractor, including interruption or failure of communications or transmission links, hostile network attacks or other failures (collectively "Downtime"), Contractor shall provide forty-eight (48) hour advance notice to City in the event of any scheduled Downtime. Contractor shall use its best efforts to minimize any disruption, inaccessibility and/or inoperability in connection with the Downtime, whether scheduled or not. In the event of any Downtime, City shall be entitled to a pro-rata reduction of any payments due and payable to Contractor for such period. b. Backups Contractor shall maintain backup servers and telecommunications connections and maintain weekly backups of City's database of FPPC Form filings on such backup servers. C. Storage and Security Contactor shall operate and maintain the servers in good working order with access restricted to qualified employees of Contractor and persons specifically designated by City. Contractor shall undertake and perform the measures set forth in Exhibit A to ensure the security, confidentiality, and integrity of all City content and other proprietary inforiation transmitted through or stored on Contractor's server(s), including, without limitation: (i) tirewall protection; (ii) maintenance of independent archival and backup copies of the City's content; and (iii) protection from any network attack and other harmful, malicious, or disabling data, work, code or program. d. Non -Disclosure Contractor shall comply with all laws and regulations applicable to the gathering, processing, storing, transmitting and dissemination of personal infonnation. Contractor will not disclose any personal information accepted as required pursuant to the FPPC Forms laws, without City's prior written consent, unless such disclosure is (i) authorized pursuant to the FPPC Disclosure laws; (ii) required by law or regulation, but only to the extent and for the purpose of such law or regulation; (iii) is in response to a valid order of any court of competent jurisdiction or other goverment body, but only to the extent of and for the purpose of such order, and only if Contractor first notifies City of the order and permits City to seek an appropriate protective order; or (iv) with written permission of City in compliance with any terms or conditions set by City regarding such disclosure. 8 N24038v3