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6.F. - Page 13 of 180 3.0 COMPENSATION 3.1 Contract Sum. Forth Services rendered pursuant to this Agreement, Cons uItantshaII becompensated in an amount not to exceed Four Million, Eight Hundred Eighty Nine Thousand Sixty Eight Dollars ($4,889,068) ("Contract Sum") duringinitial Termas defined in Section 8.1. 3.2 Change Orders. No amendments, changes orother modifications tothis Agreement or the Statement of Work will be effective without a written Change Order, which will be in the form attached hereto as Exhibit "C". The Change Order will describe the change, the rationaleforthe change, and specify any change in the charges, estimated schedule, or other terms. The terms of a mutually agreed upon Change 0 rder wi I I preva i I over those of this Agreement, the Statement of Work or any previous Change Orders. Such Change Order may require additional charges,which will besetforth inthe Change Order. Consultantwill be entitled to a Change Order for delays in the project schedulewhich resultfrom the failureof City to complywith its obligations pursuant to this Agreement andthe Statement of Work, provided, however, that Consultantwill givewritten notice to City of any failurethat is resultingin a project delay. With respectto any change inthe project schedule as a resultofa Change Order, the correspondingtimeperiods forthe Go -Live Date or other key milestones will be extended accordingly. 3.3 Method and Amount of Payment. The Contract Sum will be payable in accordance with the Payment and Retention Schedule that is attached hereto as Exhibit"F". 3.4 Retention. A contractual retention of ten percent (10%) of each payment for Services to Consultant will be withheld until the fulfillmentof Complete Production Support for each Phaseas set forth in Exhibit "F". 3.5 Delay Damages. Consultant acknowledges that City will incur additional costs to maintain the Legacy System if the Solution is not completed in a timely manner in accordancewith the agreed project schedule. In order to compensate City for such costs, Consultantagrees that if PhaseGo-Live Date is delayed solely as a result of Consultant's actions for a period greater than sixty(60) days as a resultof the failureof Consultantto complete the deliverables necessaryto achieve live production as of the agreed Go -Live Date set forth inthe Statement of Work, then for each month of delay thereafter, City will retain eight and one/third percent (8.33%) of the retention amount withheld for such Phase up to a maximum amount of fifty percent (50%) of the total retention for the Phase. 4.0 Order of Precedence: If there is a conflict between or among the provisions of this Agreement, the order of precedence is as follows: l) the terms and conditions of this Agreement; 2) Exhibit A Statement of Work; 3) Exhibit B RFP Requirements Responses. 5.0 WARRANTY: 5.1 Solution Warranty. Cons ultantwarrants thatfor a period of twelve (12) months fol lowi ngthe date upon which Phase 1 of the Solution has completed final acceptance and is placed in use by City in a live production environment Phasel,twelve (12) months fol lowi ngthe date upon which Phase2 ofthe Solution has completed final acceptanceand is placedin use by City ina live production environment and three (3) months following the date upon which Phase3 of the Solution has completed final acceptanceand is placed in use by City in a live production environment ("Warranty Period"), the Solution will function without defects other than non- critical issues that City has allowed Consultantto resolve fol lowing the Production Support period set forth in the Statement of Work. Forthe purposesof clarification,the warranty contained herein applies solelytothe Services provided by CherryRoad to configure and implement the Software in order to providethe Solution and not to any defect or error that is caused by the operation of the underlying Software, which defect or error will besolelysubjectto the warranty provided by each Third Party Provider. For example, if an error arises as a resultof a defect in the operation of the Oracle Fusion software and not as the resultof a configuration error by Consultant, then such defect is not covered by this warranty and will handled as a support item in accordancewith the terms of the Statement of Work. Furthermore, the foregoing warranty will not applyto the extent thatthe City has accepted a work around for an error or agreed to waiveor replaceany Requirement GENERALTERMS AND CONDITIONS Page ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 5 of 172 120