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REV: 12-20-24 MI “Schedule of Services” attached hereto as Exhibit “B” (“Services”). Services which are provided on a one-time basis in connection with the setup and implementation of the SaaS Solution, including without limitation, account setup, software and database configuration, data 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 11 of this Agreement. 2. 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 “C”. 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. 3. Term. a. The term of this Agreement will commence on April 6, 2024 and will continue through September 4, 2029. 4. Compensation. a. Subject to paragraph 4(c) below, the City shall pay for Software and Services in accordance with the schedule of fees and costs which is attached hereto as Exhibit “D” (“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 thirty (30) 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 the budgeted amount that is set forth in the Fee Schedule unless there ATTY/AGR.2024.239/Dropcountr, Inc. (Dropcountr) (Page 2 of 28)