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REV: 04-07-24 LF <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, <br />the Contract Documents shall govern in accordance with the foregoing order of priority <br />with this Agreement acting as the master agreement. In the event of any ambiguity or <br />dispute with respect to the SaaS Solution described in the Functional Specifications, the <br />Schedule of Software and the Schedule of Services, the parties shall first look to the <br />Proposal and then, if applicable, the RFP, 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 />forwarded to the City by Provider with a statement of the estimated changes in the Schedule of <br />Services, the Fee Schedule and the Performance Schedule. An amendment to the Agreement shall <br />be prepared by the City and executed by both parties before any change becomes binding upon <br />City. Provider acknowledges that any material amendment to the Contract Documents, <br />particularly with respect to the Fee Schedule, may be subject to approval by the City Council. <br />Such amendment shall not render ineffective or invalidate unaffected portions of the Contract <br />Documents. <br />8. Maintenance of Records. Books, documents, papers, accounting records, and other <br />evidence pertaining to costs incurred shall be maintained by Provider and made available at all <br />reasonable times during the Agreement period and for four (4) years from the date of final payment <br />under the Agreement for inspection by the City. <br />9. Ownership of Data and Intellectual Property. <br />a. City shall be the owner of all data that is used, stored or processed by Provider in <br />connection with the SaaS Solution (“City Data”) and will not disclose, share, sell or <br />otherwise make any use of such data except in the performance of its obligations under this <br />Agreement. For the avoidance of doubt, City Data includes all data created or in any way <br />ATTY/AGR.2026.096/TBD (Relocation Assistance Software) (Page 4 of 33)