Agmt19 CherryRoad Technologies, Inc.

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3.0 COMPENSATION 3.1 Contract Sum. For the Services rendered pursuant to this Agreement, Cons ultantsh a l l be compens a ted in an amount not to exceed Four Million, Eight Hundred Eighty Nine Thousand Sixty Eight Dollars ($4,889,068) ("Contract Sum") during Initial Term as 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 describethe change, the rationalefor the change, and specify any change in the charges, estimated schedule, orother terms. The terms of a mutuallyagreed upon Change Orderwill prevai 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 inthe 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 respect to any change inthe project scheduleas a resultof a Change Order, the correspondi ngtime periods for the 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 accordancewith 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 Consultantwill be withheld until the fulfillmentof Complete Production Support for each Phaseas set forth in Exhibit "F". 3.5 Delay Damages. Consultant acknowledges that Citywill incuradditional costs to maintain the Legacy System ifthe Sol ution is not completed in a timely manner in accordancewith the agreed project schedule. In order to compensate City for such costs, Consultant agrees that ifa Phase Go -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 Consultant to complete the deliverables necessarytoachieve 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%x) of the retention amount withheld for such Phase up to a maximum amount of fifty percent (50%) of the total retention forthe 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: 1) 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 ulta nt warrants that for a period of twelve (12) months followingtheclate upon which Phase 1 of the Solution has completed final acceptance and is placed in use by City in a live production environment Phase 1, twelve (12) months fol lowing the date upon which Phase2 ofthe Solution has completed final acceptanceand is placed i n use by City in a 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 liveproduction environment ("Warranty Period"), the Solution will function withoutdefects other than non- critical issues that City has allowed Consultantto resolve fol lowingthe Production Support period set forth in the Statement of Work. For the purposes of clarification,the warranty contained herein applies solelyto the Services provided by CherryRoad to configure and implement the Software in order to providethe Solution and not to anydefect or error thatis caused bythe 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 resul tof a defect in the operation of the Oracle Fusion softwareand notas 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 rept ace any Requi rement GENERALTERMS AND CONDITIONS Pages ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 5 of 172