Agmt19 CherryRoad Technologies, Inc.

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or becomes subjectto invol untary bankruptcy or receivers hip, then upon the written request of City, Consultant wi II work with City to transition the Solution to anew CSA with City and wi II 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 clewi I I provide Cloud Services to the City pursuant to the CherryRoad/Oracle Public 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 Exhi hit E, s h a I I govern the rights and ob I i gations of the City with respect to any Cloud Services ordered by City through Consultant and the City agrees to adhere to such terms and conditions in its use of the Cloud Services. The obligations of Consultant with respect to the provision of the Services in connection with the configuration and implementation of Ora clesoftwareare 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 takeprecedencerelati ng to the Cloud Services in theevent of a conflictwith the terms andconditionsofthisAgreement includingany exhibits. Consultantwill enforcethe terms of the CherryRoad CSA on behalfofthe Cityduringthe Term andnof enter into any amendment to the CherryRoad CSAwithoutthe 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 accordancewith the CherryRoad CSA and Cloud Services Ordering Document, and Cityagrees 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 pursuant to aGlobal Master Services Agreement ("GMSA") executed between City and ADP, attached hereto as Exhibit G. The terms and conditions of the GMSA shall govern any services and software provided by ADP ("ADP Services")which are ordered by Citythrough Consultant. Regarding ADP Services, the GMSA shall take precedence over any confl i cti ng terms in an order, any change order or any other agreement between the parties. Consultantshall 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 purchase shall be incorporated into a Change Order. the following amount: (1) if such termination occurs duringtheimplementation of ADP Services, Clientwill pay Consultantfor 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 after the go -live date for the ADP Services, Client will reimburse Consultant foritscosts(including unamortized i nvestment5 and any costs incurred that have not been recovered from fees charged) associated with the termination of the ADP Services as setforth in the chartbelow, which provides the unrecovered costs as a percentage of the estimated aggregate ongoing fees for the ADP Services as of the effective date during each year 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