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REV: 04-07-24 LF <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 reasonably determine whether the <br />appropriate milestone or other acceptance criteria has been satisfied in accordance with the <br />Contract Documents (as defined below). <br />c. With respect to the Implementation Services, Provider agrees that based on its <br />familiarity with the SaaS Solution, the cost estimate for the Implementation Services will <br />not exceed the budgeted amount that is set forth in the Fee Schedule unless there is a change <br />in the scope of the Implementation Services and such change is reflected in the execution <br />of a written amendment pursuant to Section 7 of this Agreement. <br />5. Maintenance and Support of SaaS Solution. <br />a. Unless otherwise expressly set forth in this Agreement, the regular maintenance <br />and 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 will <br />be as set forth in Exhibit G (“Schedule of Support Services”). In the event that ten (10) or <br />more errors categorized as Level 3 or higher pursuant to the Schedule of Support Services <br />occurs during any calendar month, City may terminate this Agreement for material breach, <br />provided City notifies Provider in writing of termination within 30 days of the end of such <br />calendar month. <br />b. In the event that the City requires customization of the Software, additional training <br />or 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 <br />Agreement and the terms and conditions for the provision of the Software and Services <br />(collectively, the “Contract Documents”): <br />a. This Agreement; <br />b. Terms of Service Addendum; <br />ATTY/AGR.2026.096/TBD (Relocation Assistance Software) (Page 3 of 33)