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6.F. - Page 136 of 180 I imit or harm the functional ity of a computer or that could damage, interceptor expropriated ata. CherryRoad,in its soled iscreti on, may use any solution or means avaiIable tocomply with its obIigationsherein and under the Professional Services Agreement. Price Hold for Cloud Services: During the services period, you may order additional quantities of the cloud services acquired underthis ordering document at the Unit Net Price specified above. This price hold does not apply to Eloqua Marketing Platform Cloud Service, any renewals orextensions of the cloud services ordered underthis ordering document, to cloud services ordered pursuantto a separate Oracle discount or promotion, orto any cloud services othe rthan those listed in the initial purchase underthis ordering document. C. Other 1. Order of Precedence In the event of inconsistencies between the terms contained in this ordering document and the agreement referenced above, this ordering document shall take precedence. This ordering document will control overthe terms contained in any purchase order. Termination for Non -Appropriations In the event that City does not have sufficient budgeted fundsfor each new fiscal period within the 60 month term of order, City may terminate this orderimmediately without penalty orexpense; provided, however, that: (a) for each of the five 12 -month fiscal periods of the order, City must provide a purchase order, and (b) City issuance of each 12 -month purchase ordershall signify to CherryRoad that all funds forthe given 12 -month fiscal period have been fully appropriated and are available and no longersubjectto any appropriations contingency. Notwithstanding the foregoing, Cityagreesto payforall services performed by CherryRoad priorto CherryRoad's recei pt of City's notice of non -appropriations. 3. No Excess Obligation Language In the event sufficient budgeted funds are not available for a new fiscal period, You may terminate this order immediately without penalty orexpense; provided, however, that: (a) for each of the five (5)12 -month terms of the order, You must provide a purchase order, and (b) Yourissuance of each 12 -month purchase order shall signify to Oracle thatall fundsforthe given 12-monthterm have beenfully appropriated and are availableand no longer subject to any appropriations contingency. Notwithstanding the foregoing, You agree to pay for all services performed by0racle priorto Oracle's receiptof Yournotice of non -appropriations. 4. Option Years City may renewthe subscription forthe same services listed inthe table above at the same usage limitsfor up to five (5) additional 12 -month renewal periods (each an "Option Year"), for the fees specified below. Professional Services are not included intheOptionYears. • Option Year One: $395,514.00 • Option YearTwo: $403,424.28 • Option YearThree:$411,492.77 • Option Year Four: $419,722.62 • Option Year Five: $428,117.07 City must provide CherryRoad a minimum of 30 days' notice prior to the expiration of a service term of City intentto exercise an Option Year, and City mustexecutean orderforthe new Option Year priortothe expiration date of the existing service period. The cloud services listed above may not be renewed at the Option Year pricing listed above if: (i) Oracle is no longermaking such cloud services generally available to customers, or (ii) City is EXHIBIT E CHERRYROAD CLOUDS ERVICES ORDERING DOCUMENT ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 128 of 172 E-5 243