Agmt16 City of East Palo Alto IT Services FY 16-17

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ORIGINAL THE CITY OF REDWOOD CITY INFORMATION TECHNOLOGY SERVICES GENERAL TERMS AND CONDITIONS The CUSTOMER named on the applicable Services Order and the City of Redwood City ("RWC") agree that these General Terms and Conditions ("GTC") are applicable to all Information Technology ("IT") Services provided by RWC to CUSTOMER. Capitalized terms have the meanings defined herein. 1. General. The GTC describes the general terms and conditions applicable to CUSTOMER's purchase of IT Services from RWC. The GTC together with the applicable Services Orders constitute the entire agreement between the parties. In the event of a conflict between the terms of the GTC and of any Services Order, the terms of the Services Order prevail. 2. Services Orders. The Services to be performed by RWC are set forth in the applicable Services Order(s). Each Services Order will state the Service, the term for which Service is requested (the "Service Term") and the pricing for the Service. A Services Order is not binding upon RWC unless signed by an authorized RWC representative. 3. Service Commencement Date: Service Term. The Service Term will be as specified in the Services Order, and will commence on the date specified in the Services Order, or such later date as specified by RWC in a written notice toCUSTOMER. Upon expiration of the Service Term for a particular Services Order, Service will continue under the Services Order on a month to month basis at RWC's then current rates, and either RWC or CUSTOMER may terminate the Service upon 30 days prior written notice. CUSTOMER will pay RWC's then current charges for any moves, additions or changes to any Services Order or Service agreed to by the parties. 4. Compensation: Billing: Pavment. Compensation owed by CUSTOMER for Services rendered by RWC will be as set out in the applicable Services Order(s). Upon execution of a Services Order by CUSTOMER, RWC will invoice CUSTOMER for any non-recurring initial set up fees, and the first monthly recurring charges, if any. Billing for partial months is prorated. Subsequently, RWC will invoice CUSTOMER monthly in advance for any recurring charges for the Services, and in arrears for any Additional Services (defined below) that were requested by CUSTOMER and performed by RWC during the monthly billing period. Payment is due within 30 days of the invoice date. REV: 07-11-1615 Page 1 of 7 ATTY/AGR.2016.181/ITSVCS EPA FY2016-17