Item 09 - Agreement for Business License Tax and Fee Software Services

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Docusign Envelope ID: 69F3BA28-FBFA-4209-91 BO-400342F73326 eliminated functionality in the Services, City, at City's sole election and in City's sole determination, shall: (a) have, in addition to any other rights and remedies under this Agreement or at law, the right to immediately terminate this Agreement and be entitled to a return of any prepaid fees; or, (b) determine the value of the reduced or eliminated functionality and Consultant will immediately adjust the Services Fees accordingly on a prospective basis. Where Consultant has introduced like functionality in other services, City shall have an additional license and subscription right to use and access the new services, at no additional charge, with the same rights, obligations, and limitations as for the Services. Where Consultant increases functionality in the Services, such functionality shall be provided to City without any increase in the Services Fees unless expressly permitted as defined in Exhibit B (Pricing and Fees) Section 1.2 (Software Upgrades and Enhancements). 1.6. No Effect of Click -Through Terms and Conditions — Where an Authorized User is required to "click through" or otherwise accept or be made subject to any online terms and conditions in accessing or using the Services, such terms and conditions are not binding and shall have no force or effect as to the Services or this Agreement unless separately agreed to in writing by the City. 1.7. Compliance with All Laws — In providing the Services, Consultant shall comply with any and all applicable local, State and federal laws, statutes, standards, policies, and regulations including, but not limited to, the Americans with Disabilities Act, the Stored Communications Act, 18 U.S.C. Section 2701, et seq., Civil Code Sections 1798.80 through 1798.84, and the California Consumer Privacy Act, Civil Code Section 1798.100, et seq. 2. Software Implementation 2.1. Development and Test Environments — In addition to production use of the Services, City is entitled to one development / test environment for use by Authorized Users at no additional charge during initial implementation of Services. Such non -production environments shall have the same data storage and processing capacities as the production environment. The test environment may be revived on an as -needed basis for major upgrades or modifications to the Services at the City's request at an additional cost. Consultant shall cooperate with City's requests in managing the non -production environments such as refreshing City Data upon request. The City shall be responsible for providing final approval to confirm the completion of User Acceptance Testing during initial implementation, major upgrades, and modifications to the Services. 2.2. Consultant's responsibilities 2.2.1.Project Manager - Consultant will provide a project manager (PM) to guide the software implementation process. The primary responsibility for the Consultant PM is to ensure successful and timely completion of each step of the software implementation schedule. The Consultant PM will work closely with the City's designated project manager to define the software implementation schedule, identify City needs and configure the software accordingly, validate the data conversion, and provide user training. 2.2.2.IT Support - Consultant will provide a dedicated IT staff member to provide IT support during the software implementation process. 2.2.3.Management Support - Consultant will assist the City in evaluating current policies and procedures in order to enhance operational efficiency. This may include 1211802.2 Page 12 of 20