Agmt24 Kim Lundgren Associates, Inc. dba KLA

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REV: 11-22-24 MI 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 F (“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 within sixty (60) days of 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; f. Fee Schedule; g. Security Policy; and h. City Insurance Requirements; 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. ATTY/AGR.2024.220/Kim Lundgren Associates, Inc (KLA) (Climate Dashboard) (Page 3 of 22)