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periodic maintenance procedures or repairs which Contractor may undertake from time to time; <br />or (iii) causes beyond the control of Contractor or which were not reasonably foreseeable by <br />Contractor, including interruption or failure of communications or transmission links, hostile <br />network attacks or other failures (collectively "Downtime"). Contractor shall provide forty-eight <br />(48) hour advance notice to City in the event of any scheduled Downtime. Contractor shall use <br />its best efforts to minimize any disruption, inaccessibility and/or inoperability in connection with <br />the Downtime, whether scheduled or not. In the event of any Downtime, City shall be entitled to <br />a pro -rata reduction of any payments due and payable to Contractor for such period. <br />b. Backups <br />Contractor shall maintain backup servers and telecommunications connections and <br />maintain weekly backups of City's database of FPPC Form filings on such backup servers. <br />C. Storage and Security <br />Contactor shall operate and maintain the servers in good working order with access <br />restricted to qualified employees of Contractor and persons specifically designated by City. <br />Contractor shall undertake and perform the measures set forth in Exhibit A to ensure the security, <br />confidentiality subject to Section 27 d. below, and integrity of all City content and other <br />proprietary information transmitted through or stored on Contractor's server(s), including, <br />without limitation: (i) firewall protection; (ii) maintenance of independent archival and backup <br />copies of the City's content; and (iii) protection from any network attack and other harmful, <br />malicious, or disabling data, work, code or program. <br />d. Non -Disclosure <br />Contractor shall comply with all laws and regulations applicable to the gathering, <br />processing, storing, transmitting and dissemination of personal information. Contractor will not <br />disclose any personal information accepted as required pursuant to the FPPC Forms laws, <br />without City's prior written consent, unless such disclosure is (i) authorized pursuant to the <br />FPPC Disclosure laws; (ii) required by law or regulation, but only to the extent and for the <br />purpose of such law or regulation; (iii) is in response to a valid order of any court of competent <br />jurisdiction or other government body, but only to the extent of and for the purpose of such <br />order, and only if Contractor first notifies City of the order and permits City to seek an <br />appropriate protective order; or (iv) with written permission of City in compliance with any <br />terms or conditions set by City regarding such disclosure. <br />27. OWNERSHIP OF DATA <br />All data created in the system by the City or users authorized by the City is the property of the <br />City. All source code created by the Contractor is the property of the Contractor. <br />9 <br />