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REV 03-17-23 MI 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 thirty (30) 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). c. With respect to the Implementation Services, Provider agrees that based on its familiarity with the SaaS Solution, the cost estimate for the Implementation Services will not exceed the budgeted amount that is set forth in the Fee Schedule unless there is a change in the scope of the Implementation Services and such change is reflected in the execution of a written amendment pursuant to Section 7 of this Agreement. 5. Maintenance and Support of SaaS Solution. a. Unless otherwise expressly set forth in this Agreement, the regular maintenance and support of the SaaS 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 G (“Schedule of Support Services”). In the event that two (2) or more Priority 1 errors, four (4) or more Priority 2 errors or more than ten (10) Priority 3 errors pursuant to the Schedule of Support Services occurs during any rolling three (3) month period, City may terminate this Agreement for material breach, provided City notifies Provider in writing of termination no later than sixty (60) days following the end of the three (3) month period during which the errors occurred. 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; d. Schedule of Services; e. Schedule of Support Services; ATTY/AGR.2023.056/Dropcountr, Inc. (Water Utility Customer Portal) (Page 3 of 32)