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6.F. - Page 12 of 180 Percentage Of Estimated Aggregate Ongoing 25% 17% 8% Fees as of the GMSA Effective Date 2.4.3 Core will provide certain cashiering services in connection with the Solution pursuant to a Software License & ASP Hosting Services Agreement for i Payment Enterprise ("Core Contract") executed between City and Core, attached hereto as Exhibit H. The terms and conditions of the Core Contracts haII govern any services and software provided by Core ("Core Services") which are ordered by City through Consultant. Regarding CORE Services, the CORE Agreement shall take precedence over any conflicting terms in an order, any change order or any other agreement between the parties. Consultantshall i nvoi ce Ci ty for th e Core Servi ces and City agrees to remit payment to Consultant for submitted invoices within thirty (30) days of receipt of invoice. Any additional Core Services that City wishes to purchase shall be i ncorporated into a Change Order. If City termi nates any Core Services or the Core Contract in whole or in partfor convenience, City will pay all fees which are due to Core as of the effective date of termination. To the extent that the termination occurs pri or to the i mpl ementati on of the Core Servi ces as partof the Solution, Consultantshall ceaseall workon that portion of the Services related to Core integration and will work with City on a Change Order either reflecting the removal of any Services related to the integration of Core or the replacement of Core with an alternative provider as mutually agreed to by the Parties. 2.5 ComolianceWithLaw. All Services anddeliverables provided byConsultantshall beperformed in accordance with all applicableordi nances, resolutions, statutes, rules and regulations of City and any federal, state or local governmental agency of competent jurisdiction. Consultant is an independent contractor of City and is responsi bl efor a] I costs and expenses attributableto its performance of this Agreement, includingcompliance withal I labor laws, rules and regulations and all tax withholding requirements. In no event will any employee or independent contractor of Consultantbe considered an employee of City or entitled to any compensation or benefits provided by City to its employees. 2.6 licenses, Permits, Fees and Assessments. Consultants hall, at its expenseobtainand maintain avalidRedwood City business licenseduringtheTerm. Consultantshall further remain in good standing as a registered foreign corporation in the State of CaliforniaduringtheTerm. 2.7 Network Access. Consultant will comply with the security policies of City that are provided to Consultant in advancewith respect to any remote access byConsultantto the City's network environment. 2.8 Data Security. Consultant wi I I maintain thesecurityof all City Data while in transit or at rest on any servers or storage devices used by Consultant, its employees or contractors. Data security within Oracle Cloud is addressed in the CherryRoad CSA and the Cloud Services Ordering Document. Such security will include encryption of City Data at all times. Consultantwill restrictaccess to City Data which includes Personally Identifying Information to those employees or contractors who require access to perform the Services. Consultantwill immediately notify City Identified Contact upon learningof any Data Breach andwill promptly cooperatewith Cityto complywith any federal, state orlocal laws,rules or regulations requiringdisclosureof a Data Breachto individuals whose information has been compromised. GENERALTERMS AND CONDITIONS ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 4 of 172 Page 4 119