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REV: 04-22-26 MI <br />6. Compensation. Including all amendments through Amendment No. 9, the total <br />amount payable under the Agreement will be a not-to-exceed amount of Eight Million <br />Eight Hundred Five Thousand Four Hundred Twenty Dollars and Eighty-Nine Cents <br />($8,805,420.89). <br />7. Appropriation of Funds. In the event funds are not appropriated by the City Council <br />for a new fiscal year period, the City may terminate the Agreement, including Order and <br />Exhibit B, immediately without penalty or expense upon written notice to Consultant and <br />to Oracle; provided, however, that: (a) for each of the whole or partial 12-month terms of <br />the Order, the City must provide a purchase order, and (b) the City’s issuance of each <br />whole or partial 12-month purchase order shall signify to Consultant and Oracle that all <br />funds for the given whole or partial 12-month term have been fully appropriated and <br />encumbered. Notwithstanding the foregoing, the City agrees to pay for all Cloud Services <br />performed by Oracle prior to Oracle's and Consultant's receipt of the City’s notice of non- <br />appropriation and the City’s written confirmation that the Order for the Cloud Services has <br />been terminated. <br />8. All other provisions of the Agreement will remain in full force and effect. <br />9. All requisite insurance policies to be maintained by Consultant pursuant to the <br />Agreement will include coverage for this Amendment No. 9. <br />10. The individuals executing this Amendment No. 9 and the instruments referenced <br />in it on behalf of Consultant each represent and warrant that they have the legal power, <br />right and actual authority to bind Consultant to the terms and conditions of this <br />Amendment No. 9. <br />11. If all Parties agree, electronic signatures may be used in place of original <br />signatures on this Amendment No. 9. Each Party intends to be bound by the signatures <br />on the electronic document, is aware that the other Parties will rely on the electronic <br />signatures, and hereby waives any defenses to the enforcement of the terms of this <br />Amendment No. 9 based on the use of an electronic signature. After all Parties agree to <br />the use of electronic signatures, all Parties must sign the document electronically. <br />(Signature page follows) <br />ATTY/AGR.2026/Amend.No.9/CherryRoad Technologies (Amendment No.9) (Page 3 of 14)