Agmt21 E & M Electric and Machinery, Inc.

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REV: 11-30-21 RL 3. Term; Performance Schedule. a. The term of this Agreement will commence on December 10, 2021 and will continue for a period of three (3) years. b. Provider shall provide the Software and Services, including any Implementation Services, in a prompt and timely manner in accordance with the “Performance Schedule” that is attached hereto as Exhibit “D”. Any delays or changes in the Performance Schedule shall be subject to the terms of Section 7. 4. Compensation. a. The City shall pay for Software and Services in accordance with the schedule of fees and costs which is attached hereto as Exhibit “E” (“Fee Schedule”). If a license or subscription fee for Software is based on the number of active users rather than an enterprise license which allows an unlimited number of users for the City’s authorized use, then Provider will either restrict access to the number of authorized users or will provide City with a means to actively monitor and restrict access to ensure that there is no violation in the number of authorized users. Furthermore, with respect to any network or database services with storage limitations, Provider will have a mechanism to notify City if it is within ten percent (10%) of its authorized limit. Notwithstanding any term of the Terms of Services Addendum, in no event will the City be automatically charged additional licenses or subscription fees for exceeding the number of authorized users or for exceeding storage limits. City will be given notice of any such excess use and an opportunity to cure it or purchase additional users or capacity. b. The timing of all payments by the City will be as set forth in the Fee Schedule, provided, however, that if no payment period is specified, then payments will be made by City within forty-five (45) days of the date that an invoice is received. If payments are subject to completion of a milestone by Provider or acceptance of work product or services by City, then the City, in its sole discretion, will determine whether the appropriate milestone or other acceptance criteria has been satisfied in accordance with the Contract Documents (as defined below). 5. Maintenance and Support of Software Solution. a. Unless otherwise expressly set forth in this Agreement, the regular maintenance and support of the Software Solution is included in the fees for the Software and Services which are set forth in the Fee Schedule. Response times in connection with support requests will be as set forth in Exhibit F (“Schedule of Support Services”). b. In the event that the City requires customization of the Software, additional training or extraordinary support, then the City and Provider will agree on the additional cost for such services, or if a standard rate schedule for additional services is set forth in the Fee Schedule, then such standard rates will apply. 6. Contract Documents. The following documents shall govern the performance of this Agreement and the terms and conditions for the provision of the Software and Services (collectively, the “Contract Documents”): a. This Agreement; b. Terms of Service Addendum; c. Schedule of Software; ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 2 of 51)