Agmt21 E & M Electric and Machinery, Inc.

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REV: 11-30-21 RL d. Schedule of Services; e. Schedule of Support Services; f. Fee Schedule; g. City Insurance Requirements; h. Exhibits, addenda or other attachments to the foregoing documents; i. Proposal; and j. If applicable, the RFP. In the event of any conflict between the terms and conditions of the Contract Documents, the Contract Documents shall govern in accordance with the foregoing order of priority with this Agreement acting as the master agreement. In the event of any ambiguity or dispute with respect to the Software Solution described in the Functional Specifications, the Schedule of Software and the Schedule of Services, the parties shall first look to the Proposal and then, if applicable, the RFP, to resolve such ambiguity. 7. Additional Work. If changes in the Project and the Contract Documents are requested by Provider or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Provider with a statement of the estimated changes in the Schedule of Services, the Fee Schedule and the Performance Schedule. An amendment to the Agreement shall be prepared by the City and executed by both parties before any change becomes binding upon City. Provider acknowledges that any material amendment to the Contract Documents, particularly with respect to the Fee Schedule, may be subject to approval by the City Council. Such amendment shall not render ineffective or invalidate unaffected portions of the Contract Documents. 8. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Provider and made available at all reasonable times during the Agreement period and for four (4) years from the date of final payment under the Agreement for inspection by the City. 9. Ownership of Data and Intellectual Property. a. City shall be the owner of all data that is used, stored or processed by Provider in connection with the Software Solution (“City Data”) and will not disclose, share, sell or otherwise make any use of such data except in the performance of its obligations under this Agreement. For the avoidance of doubt, City Data includes all data created or in any way originating with the City, or is collected by Provider on behalf of the City, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the City as part of the Software Solution, or is collected by the Provider on behalf of the City in connection with the Software Solution, whether such data or output is stored on the City’s hardware, Provider’s hardware or exists in any system owned, maintained or otherwise controlled by the City or by Provider. Provider will deliver to City a full copy of all City Data that is stored by Provider or held in any database in connection with the Software within five (5) days of City’s request, including within ninety (90) days following the termination of this Agreement, subject to any fee set forth in the Fee Schedule. Furthermore, at the request of City, Provider shall further destroy all copies of the data that are in Provider’s possession. ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 3 of 51)