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REV: 12-16-24 MI conversion and training, are referred to herein as the “Implementation Services”. c. Hosting/Database Services. If the SaaS Solution includes hosting, data storage, system backup and recovery or other remote services, then such services will conform to the network performance and availability requirements set forth in Section 12 of this Agreement and the Provider’s service level agreement which is attached hereto as Exhibit “C” (“Cloud Services SLA”). 3. 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 “D”. 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. 4. Term; Performance Schedule. a. The term of this Agreement will commence on the Effective Date and will continue through June 30, 2029. 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 “E”. Any delays or changes in the Performance Schedule shall be subject to the terms of Section 8. 5. Compensation. a. Subject to paragraph 5(c) below, the City shall pay for Software and Services in accordance with the schedule of fees and costs which is included in Exhibit “B” (“Fee Schedule”). If a license or subscription fee for Software is based on the number of active users rather than an enterprise license which allows an unlimited number of users for the City’s authorized use, then Provider will either restrict access to the number of authorized users or will provide City with a means to actively monitor and restrict access to ensure that there is no violation in the number of authorized users. 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 additional licenses or subscription fees for exceeding the number of authorized users or for exceeding storage limits. City will be given notice of any such excess use and an opportunity to cure it or purchase additional users or 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 ATTY/AGR.2024.237/Granicus (Agenda Management System) (Page 2 of 35)