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REV: 01-13-25 LR <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 G (“Schedule of Support Services”). In the event that three <br />(3) or more errors categorized as Level 3 or higher pursuant to the Schedule of Support <br />Services occurs during any calendar month, City may terminate this Agreement for <br />material breach, provided City notifies Provider in writing of termination within 30 days <br />of the end of such calendar month. <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. Terms of Service Addendum; <br />c. Schedule of Software; <br />d. Schedule of Services; <br />e. Schedule of Support Services; <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 />7. Additional Work. If changes in the Project and the Contract Documents are requested by <br />Provider or the City, and informal consultations with the other party indicate that a change is <br />warranted, it shall be processed in the following manner: a letter outlining the changes shall be <br />ATTY/AGR.2025.005/Populus Technologies, INC (SaaS Agreement) (Page 3 of 34)