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REV: 02-25-26 LF <br />c. Hosting/Database Services. If the SaaS Solution includes hosting, data storage, <br />system backup and recovery or other remote services, then such services will conform to <br />the network performance and availability requirements set forth in Section 11 of this <br />Agreement and the Provider’s service level agreement which is attached hereto as Exhibit <br />“C” (“Cloud Services SLA”). <br />2. Supplemental Terms. The City shall have a license and/or subscription to use the SaaS <br />Solution, including any Software, for its operations, subject to the terms of this Agreement and the <br />additional terms and conditions of Provider, which are contained in the “Terms of Service <br />Addendum” which is attached hereto as Exhibit “D”. In the event of any conflict between the <br />terms of this Agreement and the Terms of Service Addendum, the terms of this Agreement will <br />prevail. <br />3. Term; Performance Schedule. <br />a. The term of this Agreement will commence on the Effective Date and will continue <br />for a period of 1 (one) year. The Agreement may thereafter be renewed for additional one <br />(1) year terms with the mutual written agreement of City and Provider. <br />b. Provider shall provide the Software and Services, including any Implementation <br />Services, in a prompt and timely manner in accordance with the “Performance Schedule” <br />that is attached hereto as Exhibit “E”. Any delays or changes in the Performance Schedule <br />shall be subject to the terms of Section 7. <br />4. Compensation. <br />a. Subject to paragraph 4(c) below, the City shall pay for Software and Services in <br />accordance with the schedule of fees and costs which is attached hereto as Exhibit “F” <br />(“Fee Schedule”). If a license or subscription fee for Software is based on the number of <br />active users rather than an enterprise license which allows an unlimited number of users <br />for the City’s authorized use, then Provider will either restrict access to the number of <br />authorized users or will provide City with a means to actively monitor and restrict access <br />to ensure that there is no violation in the number of authorized users. Furthermore, with <br />respect to any network or database services with storage limitations, Provider will have a <br />mechanism to notify City if it is within ten percent (10%) of its authorized limit. <br />Notwithstanding any term of the Terms of Services Addendum, in no event will the City <br />be automatically charged additional licenses or subscription fees for exceeding the number <br />of authorized users or for exceeding storage limits. City will be given notice of any such <br />excess use and an opportunity to cure it or purchase additional users or capacity. <br />b. The timing of all payments by the City will be as set forth in the Fee Schedule, <br />provided, however, that if no payment period is specified, then payments will be made by <br />City within forty-five (45) days of the date that an invoice is received. If payments are <br />subject to completion of a milestone by Provider or acceptance of work product or services <br />by City, then the City, in its sole discretion, will determine whether the appropriate <br />ATTY/AGR.2026.050/ICHI Plan, Inc. (AI enabled Software Solution) (Page 2 of 31)