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REV: 12-16-24 MI 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 8 of this Agreement. d. Annual fees for new subscriptions will be prorated to align to City's then-current billing term. Future years pricing for such Annual subscription fees will be invoiced upfront, annually in-advance for the upcoming annual term. 6. 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 C (“Schedule of Support Services”). In the event that three (3) or more errors categorized as Level 3 or higher pursuant to the Schedule of Support Services occurs during any calendar month, City may terminate this Agreement for material breach, provided City notifies Provider in writing of termination within 30 days of the end of such calendar month. 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. 7. 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; and j. Proposal. 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, to resolve such ambiguity. ATTY/AGR.2024.237/Granicus (Agenda Management System) (Page 3 of 35)