Agmt24 Benevate Inc. (dba NeighborlySoftware)

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REV: 10-03-24 MI Agreement and the Provider’s service level agreement which is attached hereto as Exhibit “B” (“Cloud Services SLA”). 2. Supplemental Terms. The City shall have a license and/or subscription to use the SaaS Solution, including any Software, for its operations, subject to the terms of this Agreement and the additional terms and conditions of Provider, which are contained in the “Terms of Service Addendum” which is attached hereto as Exhibit “C”. In the event of any conflict between the terms of this Agreement and the Terms of Service Addendum, the terms of this Agreement will prevail. 3. Term; Performance Schedule. a. The term of this Agreement will commence on Effective Date and will continue for a period of one (1) year. The Agreement may thereafter be renewed for one additional one (1) year term for a not to exceed amount of SIXTEEN THOUSAND Dollars ($16,000) with the mutual written agreement of City and Provider. 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. Subject to paragraph 4(c) below, 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”). The City has subscription access to the Software for a fixed number of active users, as stated in Exhibit F, or as requested, in writing, during the term of the Agreement. The City may add users at any time on a prorated basis. The City shall have the opportunity to reduce the number of users upon the renewal date each year, subject to a five (5) user minimum for continued service. 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 for exceeding storage limits. City will be given notice of any such excess use and an opportunity to cure it or purchase additional 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). 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. d. Provider reserves the right to adjust the fees listed in Exhibit E annually, upon renewal, provided, however, that for the first five (5) years of this Agreement, in no event will such increase in any given year exceed [five percent (5%)]. Notice of any fee adjustment ATTY/AGR.2024.180/Neighborly Software (Page 2 of 26)