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limit or harm the fun cti on a I ity of a computer or that could damage, interceptor expropriated ata. <br />CherryRoad, in its sole discretion, may use any sol ution or means available to comply with its obligations herein <br />and underthe Professional Services Agreement. <br />6. Price Hold for Cloud Services: <br />During the services period,you may orderadditional quantities of the cloud services acquired underthis ordering <br />document at the Unit Net Price specified above. This price hold does not apply to Eloqua Marketing Platform <br />Cloud Service, any renewals or extensions of the cloud services ordered underthis ordering document, to cloud <br />services ordered pursuantto a separate Oracle discount or promotion, orto any cloud services otherthan those <br />listed in the initial purchase underthis ordering document. <br />C. Other <br />1. Order of Precedence <br />In the event of inconsistencies between the terms contained in this ordering document and the agreement <br />referenced above, this ordering document shall take precedence. This ordering documentwill control overthe <br />terms contained in any purchase order. <br />Termination for Non -Appropriations <br />In the event that City does not have sufficient budgeted fundsfor each new fiscal period within the 60 month <br />term of order, City may terminate this order immediately without penalty or expense; provided, however, that: <br />(a) for each of the five 12 -month fiscal periods of the order, City must provide a purchase order, and (b) City <br />issuance of each 12 -month purchase ordershall signify to CherryRoad that all funds forthe given 12 -month fiscal <br />period have been fully appropriated and are available and no longersubjectto any appropriations contingency. <br />Notwithstanding the foregoing, City agrees to pay forall servicespe rformed by CherryRoad priorto CherryRoad's <br />receipt of City's notice of non -appropriations. <br />No Excess Obligation Language <br />In the event sufficient budgeted funds are not available for a new fiscal period, You may terminate this order <br />immediately without penalty orexpense; provided, however, that: (a) for each of the five (5) 12 -month terms of <br />the order, You must provide a purchase order, and (b) Yourissuance of each 12 -month purchase order shal I signify <br />to Oracle thatall funcisforthe given 12-monthterm have beenfully appropriated and are availableand no longer <br />subject to any appropriations contingency. Notwithstanding the foregoing, You agree to pay for all services <br />performed by Oracle priorto Oracle's receipt of Your notice of non -appropriations. <br />4. Option Years <br />City may renewthe subscription forthe same services listed in the table above at the same usage imitsforup <br />to five (5) additional 12 -month renewal periods (each an "Option Year"), for the fees specified below. <br />Professional Services are not included in the Option Years. <br />• Option YearOne:$395,514.00 <br />• Option YearTwo:$403,424.28 <br />• Option YearThree:$411,492.77 <br />• Option Year Four: $419,722.62 <br />• Option Year Five: $428,117.07 <br />City must provide CherryRoad a minimum of 30 days' notice prior to the expiration of a service term of City <br />intentto exercise an Option Year, and City mustexecute an orderforthe new Option Year priorto the expiration <br />date of the existing service period. The cloud services listed above may not be renewed at the Option Year pricing <br />listed above if: (i) Oracle is no longer making such cloud services generally available to customers, or (ii) City is <br />EXHIBIT E CHERRYROAD CLOUD SERVICES ORDERING DOCUMENT <br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES <br />REV: 05-13-19 PR Page 128 of 172 <br />E-5 <br />