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C. Amendment: No alteration or variation of the terms of this Contract shall be valid unless made in writing and
<br />signed by the Parties; no oral understanding or agreement not incorporated herein shall be binding on either of the
<br />Parties; and no exceptions, aharnatives, substitutes or revisions are valid or binding on County unless authorized 6y
<br />County in writing.
<br />D. Tazea: Unless otherwise provided herein or by law, prix quoted does not include California state sales or use tax
<br />E Delivery: Time ofdelivery of goads or Services is of the essence in this Contract. County reserves the right to refuse
<br />any goads or services and to cancel all or any part of the goods not conforming to applicable specifications, drewings,
<br />samples or description, or services that do not conform to the prescribed statement of work. Acxptance of any part of
<br />the order for goods shall not bitul County to accept future shipments, nor deprive it of the right to return goods already
<br />axepted, at Contractor's expense. Over shipments and under shipments of goods shall be only as agreed to in writing
<br />by County. Delivery shall not be deemed to be complete until all goods, or servixs, have achrally been received and
<br />accepted in wrting by County.
<br />F. Acceptaoce/Payment Unless otherwise agreed to in writing by County, acceptance of the Public Mass Notification
<br />Solution shall not be deemed complete unless in writing and until all the goods/sarvices have actually been received,
<br />inspected, and tested to the satisfaction of County, includmg but not limited to the testing set forth in accordance with
<br />Attachment F for the Software, In the event that this Contract is terminated by County prior to acceptance of the
<br />Software, County shall return the Software to Contractor and shall not be required to pay any charges, fee, rates,
<br />hourly bills, invoices or any other monies for any services rendered to the County under this Contract prior to the date
<br />of termination. County agrees that rt may not utilize the Public Mass Notification Solution for any purpose other than
<br />testing unless it has provided its acceptance in accordance with this paragraph.
<br />G. Warranty: Contractor represents and waramts that the CTY Service will perform in a wmmercially reasonable and
<br />professional manner and will conform substantially to the description of the service as described in Section 1. The
<br />County accepts that the CTY Service is not intended to replax notification to First Responder services (such ss, for
<br />example purposes only, 911, fire, police, emergency medical, and public health), which should have already been
<br />notified and deployed. Moreover, the County accepts that the CTY Service is not designed for use in any situation
<br />where failure of the CTY Service could lead to death, personal injury, or damage to property. Contractor will use
<br />commercially reasonable efforts to assure that the CTY Service remains available for access by County twenty-four
<br />(24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, excluding scheduled
<br />maintenance. In the event the CTY Service experiences unscheduled unavailability, Contractor will notify the
<br />party/parties responsible within twenty-four (24) hours and cooperate with the pazty/parties to resolve such problem
<br />es soon as possible. In the event that the CTY Service fails to comply with the above warranty, the County shall
<br />promptly inform Contractor of such fact, and Contractor, upon receipt of such notice and at its expense, will use
<br />commercially reasonable efforts to correct any verifiable errors {by repair, replacement or raperfomrartce} so that the
<br />CTY Servix complies with such warranty as soon as possible, but not more than thirty (30) days after written notice
<br />from the County ("Cure Period"). In the event that such repair or replacement cannot be done within the Cure Period,
<br />then the County, at its sole option, may either. (i) extend the time for Contractor to correct such breach, if correction is
<br />commercially reasonable; or (ii) terminate the Contract, in which case, in addition to any other right or remedy the
<br />County may have, Contractor shall refund to the County the prorated sum of monies paid but not utilized hereunder.
<br />a. Contractor will have no obligation with respect to the foregoing limited warranty to the extent the error or
<br />noncompliance was caused, in whole or in part, by the negligence or improper use of the CTY Service by the
<br />County or a third party, or a breach by the County of its obligations under this Contract. Nor will Contractor be
<br />responsible for delays, errors, failures to perform, interruptions or disruptions in the services contemplated under
<br />this Contract caused by or resulting from any act, omission or condition beyond Contractor's reasonable wntrol,
<br />whether or not foreseeable or identified, including without limitation, the loss of, or improper access to Recipient
<br />Data, unauthorized access or interception of such data, transmission errors or coruption or security of information
<br />carried over telecommunication lines, failure of digital transmission links, hostile network attacks or network
<br />congestion, or acts of God, strikes, lockouts, riots, acts of war, governmental regulations, shortage of equipment,
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