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6.F. - Page 11 of 180 or becomes subject to invoIuntarybankruptcyor receivership, then upon the written request of City, Consultant will work with City to transition the Solution to anew CSA with City and will cease exercising any authority on behalf of the City pursuant to the GSMA and the Core Contract. Third Party Providers are independent contractors and are not officers, agents, employees or subcontractors of Consultant. 2.4 Third Party Provider Agreements. 2.4.1 Ora cl a wi I I provide Cloud Services to the City pursua ntto the CherryRoad/OracI a Publ i c Sector Cloud Services Agreement (the "CherryRoad CSA"), attached hereto as Exhibit D. The terms and conditions of the CherryRoad CSA and the Cloud Services Ordering Document, which is attached hereto as Exhibit E, shall govern the rights and obligations of the City with respect to any Cloud Services ordered by City through Cons uItantand the City agrees to adhere to such terms and conditions in its use ofthe Cloud Services. The obligations of Consultantwith respect to the provision of the Services in connection with the configuration and implementation of Oracle software are governed solely by the terms of this Agreement, provided, however, that City acknowledges that Consultant's performance of the Services is subject to compliance with the terms and conditions of the CherryRoad CSA. The CherryRoad CSA terms and conditions shall take precedence rel ati ng to the CI oud Servi ces i n the event of aconflictwiththe terms andconditionsofthis Agreement including any exhibits. Consultantwill enforce the terms of the CherryRoad CSA on beha If of the City Buri ng the Term and not enter into any amendment to the CherryRoad CSA without the prior written consent of City, provided, however, that City acknowledges that Oracle may change the terms for providing cloud services when the CherryRoad CSA is renewed or unless otherwiseset forth in the CherryRoad CSA. Consultantshall invoice City for Cloud Services in accordance with the CherryRoad CSA and Cloud Services Ordering Document, and City agrees to remit payment to Consultantfor submitted invoices within thirty (30) days of receipt of invoice. Any additional Cloud Services that City wishes to purchase shall be incorporated into an amendment to this Agreement. 2.4.2 ADP will providecertain payroll relatedservices inconnection with the Solution pursuantto a Global Master Services Agreement ("GMSA") executed between City and ADP, attached hereto as Exhibit G. The terms and conditions ofthe GMSA shall govern any services and software provided by ADP ("ADP Services") which areordered by Citythrough Consultant. Regarding ADPServices,theGMSAshalltake precedence over anyconflictingterms inanorder, anychangeorder orany other agreement between the parties. Consultant shall invoice City for the ADP Services and City agrees to remit payment to Consultantfor submitted invoices within thirty (30) days of receipt of invoice. Any additional ADP Services that City wishes to purchaseshall beincorporated into a Change0rder. the following amount: (1) if suchtermination occurs duringtheimplementation of ADP Services, Clientwill pay Consultant for the implementation services at Consultant's then current hourly labor rates and reimburse Consultant for any licensefees or other costs incurred in connection with such implementation services; and (2) if such termination occurs afterthe go-livedate for the ADP Services, Clientwill reimburse Consultant for its costs(including unamortized investments anclanycosts incurred that have not been recovered fromfees charged) associated with the termination ofthe ADP Services as setforth inthe chartbelow, which provides the unrecovered costs as a percentage of the estimated aggregate ongoing fees for the ADP Services as of the effective date duringeachyear of the GMSA: GENERALTERMS AND CONDITIONS ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 3 of 172 Page 3 118