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field labels,menus, etc. The parties expressly agree that software development is outside the <br /> scope of this Agreement. The parties further agree that any software development will only be <br /> contracted for by use of an additional, separate, written agreement. <br /> 6.3 Resources <br /> [Vendor] shall commit and utilize sufficient resources to use its best efforts to meet the interim <br /> milestones within the timetable as agreed upon in Exhibit A SOW. <br /> 6.4 Timetable <br /> [Vendor] shall notify City of any circumstances, if, as and when they arise, that may be <br /> reasonably anticipated to lead to a material deviation from the timetable set forth in this <br /> Agreement. Such deviations shall constitute a material breach of this Agreement unless they are <br /> caused by events, actions or activities beyond [Vendor]'s reasonable control not otherwise <br /> constituting a breach of this Agreement, in which latter event the timetable to which the <br /> deviation is applicable shall be extended by the number of calendar days of delay causing the <br /> deviation. <br /> 7 DELIVERY, INSTALLATION AND ACCEPTANCE <br /> 7.1 Delivery and Installation <br /> [Vendor] shall deliver and install the Software at the location(s)designated by the City, and shall <br /> deliver thereto all documentation and other materials. [Vendor] may configure the Software <br /> either prior to installation at a location of[Vendor]'s choosing, or [Vendor] may configure the <br /> Software during installation at the location(s) designated by the City. [Vendor] shall inform City <br /> when such delivery, installation and configuration occur. <br /> 7.2 Tests <br /> Promptly upon completion of the installation of the Software, [Vendor] and City will jointly <br /> perform tests to ensure the operability, adequacy and accuracy of the Software as to mutually <br /> agreed to criteria. City shall be notified before the tests are run, and City shall actively <br /> participate in the tests as they are run to ensure compliance with agreed to test criteria as defined <br /> in Exhibit A SOW. <br /> 7.3 Acceptance <br /> City shall accept the Software when it delivers to [Vendor] a written notice accepting the same as <br /> defined in Exhibit A SOW <br /> 7.4 Cure of Non-Conformities or Defects <br /> In the event that City notifies [Vendor] of non-conformance or reproducible and verifiable <br /> defects, [Vendor] shall promptly cure any defects or non-conformities. <br /> City of Everett/Gtechna Software Agreement <br /> Page 4 7/25/2018 <br />