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

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Docusign Envelope ID: 69F3BA28-FBFA-4209-91 BO-400342F73326 5.3. Service Level Standards — For the term of this Agreement, Consultant shall provide the Services, force majeure events excepted, during the applicable Service Periods and in accordance with the applicable Service Levels, each as described in Section 5.2 (Service Levels) of this Exhibit. Time is of the essence in the performance of the Services. 5.4. Failure to Meet Service Level Standards — In the event Consultant does not meet a Service Level Standard, Consultant shall: (a) owe to City any applicable Performance Credit, as liquidated damages and not as a penalty; and, (b) use its best efforts to ensure that any unmet Service Level Standard is subsequently met. Notwithstanding the foregoing, Consultant will use its best efforts to minimize the impact or duration of any outage, interruption, or degradation of Service. In no case shall City be required to notify Consultant that a Performance Credit is due as a condition of payment of the same. 5.4.1.Performance Credit — Where Percentage Response Time is greater than 95.00%, no Performance Credit will be due to City. Where Percentage Response Time is equal to or less than 95.00%, City shall be due a Performance Credit in the amount of 1 % of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1 % reduction in Percentage Response Time. 5.4.2.Termination for Material and Repeated Failures — City shall 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 where Consultant fails to meet any Service Level Standard: (a) to such an extent that the City's ability, as solely determined by City, to use the Services is materially disrupted, force majeure events excepted; or, (b) for four (4) months out of any twelve (12) month period. 5.5. Support Policy Regarding Reports - Consultant will assist with modifications to reports as needed during the term of this agreement. Typical report modifications require 7 to 10 business days to complete. Complex reports or reports required in a very short time frame may incur development costs, in which case an estimate will be provided for approval before the work is begun. 5.6. Software Upgrades and Enhancements — City is entitled to upgrades of the software within the terms of this Agreement that include enhancements to workflows and security features that improve the functionality of the system. Upgrades of the software that encompass wholly new modules or features not previously offered as part of the implementation of software may incur additional costs depending on the extent of the upgrade. Potential additional costs include training, consulting, configuration, or other requested services. Enhancements requested by the City to strengthen security of the system will not incur additional costs; however, all other requests will abide by the terms outlined in Exhibit B (Pricing and Fees) Section 1.3 (Customizing Services). 5.7. Additional Work or Services — City shall have the right at any time during the performance of the work or services set forth in this Agreement, without invalidating said Agreement or any amendment thereto, to elect to exercise any existing option specified in the Scope of Services for extra work or services or to order extra work or services pursuant to a duly executed Change Order or to expend previously authorized contingent funds to cover expenses for work or services agreed to by the Parties but exceeding the amounts initially specified under the Pricing and Fees provisions of this Agreement or thereby make changes by altering, adding to, or deducting from said work or services. 1211802.2 Page 16 of 20