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REV: 10-03-24 MI <br />will be provided to the City via an invoice (via e-mail) based on the Provider’s then- <br />current pricing, sixty (60) days prior to the end of the annual term. All one-time fees <br />(including implementation fees) are subject to Provider’s current rates at the time the <br />service is requested. If for any reason, the Provider does not adjust the fees annually as <br />specified, the cumulative increase may be applied in the following renewal period. The <br />cumulative increase will include all missed adjustments, subject to the maximum increase <br />cap of three (3%) per year. (Example: If no adjustment is made in year 1, then an <br />adjustment of up to 6% could be applied in year 2). <br />5. Maintenance and Support of SaaS Solution. <br />a. Unless otherwise expressly set forth in this Agreement, the regular maintenance and <br />support of the SaaS Solution is included in the fees for the Software and Services which <br />are set forth in the Fee Schedule. Response times in connection with support requests <br />will be as set forth in Exhibit B (“Schedule of Support Services”). <br />b. In the event that the City requires customization of the Software, additional training or <br />extraordinary support, then the City and Provider will agree on the additional cost for <br />such services, or if a standard rate schedule for additional services is set forth in the Fee <br />Schedule, then such standard rates will apply. <br />6. Contract Documents. The following documents shall govern the performance of this Agreement <br />and the terms and conditions for the provision of the Software and Services (collectively, the <br />“Contract Documents”): <br />a. This Agreement; <br />b. Schedule of Software and Services; <br />c. Cloud Services SLA <br />d. Terms of Service Addendum; <br />e. Performance Schedule; <br />f. Fee Schedule; <br />g. Security Policy; <br />h. City Insurance Requirements; <br />i. Exhibits, addenda or other attachments to the foregoing documents; <br />j. Proposal; and <br />k. If applicable, the RFP. <br />In the event of any conflict between the terms and conditions of the Contract Documents, the <br />Contract Documents shall govern in accordance with the foregoing order of priority with this <br />Agreement acting as the master agreement. In the event of any ambiguity or dispute with respect <br />to the SaaS Solution described in the Functional Specifications, the Schedule of Software and the <br />Schedule of Services, the parties shall first look to the Proposal and then, if applicable, the RFP, <br />to resolve such ambiguity. <br />ATTY/AGR.2024.180/Neighborly Software (Page 3 of 26)