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Percentage <br />Of <br />Estimated <br />Aggregate <br />Ongoing 25% 17% 8% <br />Fees as of <br />the GMSA <br />Effective <br />Date <br />2.4.3 Core will provide certain cashiering services in connection with the Solution pursuant to a Software <br />Li cens e & ASP Hosti ng Services Agreement for i Payment Enterpri s e ("Core Contract") exec uted between <br />City and Core, attached hereto as Exhibit H. The terms and conditions of the Core Contract shallgovern <br />any services and software provided by Core ("Core Services") which are ordered by City through <br />Consultant. Regarding CORE Services, the CORE Agreement shall takeprecedence over anyconflicdng <br />terms in an order, any change order or any other agreement between the parties. Consultantshall <br />invoiceCityforthe Core Services anclCityagrees to remitpayment to Consultantfor submitted invoices <br />within thirty (30) days of receipt of invoice. Any additional Core Services that City wishes to purchase <br />shall be incorporated into a Change Order. If City terminates any Core Services or the Core Contract in <br />whole or in partfor convenience, City will payall fees which are due to Core as of the effective date of <br />termination. To the extent that the termination occurs priortothe implementation ofthe Core Services <br />as partof the Solution, Consultantshall ceaseall workon that portion of the Services related to Core <br />integration and will work with City on a Change Order either reflecting the removal of any Services <br />related to the integration of Core or the replacement of Core with an alternative provider as mutually <br />agreed to bythe Parties. <br />2.5 ComolianceWithLaw. All Services and deliverables provided by Consultantshallbeperformedinaccordance <br />with all applicableordinances, resolutions, statutes, rules and regulations of City and anyfederal, stateor local <br />governmental agency of competent jurisdiction. Consultant is an independent contractor of City and is <br />responsiblefor all costs andexpenses attributabletoits performanceof this Agreement, including compliance <br />with all laborlaws,rules and regulations and a]Itax withholding requirements. In no event will any employee <br />or independent contractorof Consultantbe consideredan employee of City or entitled to anycompensation <br />or benefits providedby Cityto its employees, <br />2.6 Licenses, Permits.FeesandAssessments.Consultantshall, at its expense, obtain and maintain avalid Redwood <br />CitybusinesslicenseduringtheTerm. Consultantshall further remain in good standing as a registered foreign <br />corporation in the State of California during theTerm. <br />2.7 Network Access. Consul tantwi l l comply with the security policies of City that are provided to Consultant in <br />advancewith respect to any remote access by Consultant to the City's network environment. <br />2.8 Data Security. Consultantwill maintain thesecurity of all City Data while in transit or at rest on anyservers or <br />storage devices used by Consultant, its employees or contractors. Data security within Oracle Cloud is <br />addressed in the CherryRoad CSA and the Cloud Services Ordering Document. Such security will include <br />encryption of City Data at all times. Consultantwill restrict access to City Data which includes Personally <br />Identifying Information to those employees or contractors who require access to perform the Services. <br />Consultantwill immediately notify City Identified Contact upon learningof any Data Breach andwill promptly <br />cooperate with Cityto complywith any federal, state or local laws, rules or regulations requiring disclosureof <br />a Data Breachto individuals whose information has been compromised. <br />GENERALTERMS AND CONDITIONS <br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES <br />REV: 05-13-19 PR Page 4 of 172 <br />Page 4 <br />