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REV: 06-24-22 RL 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; f. Fee Schedule; g. Security Policy; h. City Insurance Requirements; i. Exhibits, addenda or other attachments to the foregoing documents; j. Proposal; and k. 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 SaaS 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. ATTY/AGR.2022.156/Granicus (Online agenda and meeting hosting and indexing) (Page 3 of 32)