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Docusign Envelope I0:69F3BA28-FBFA-4209-91130-41)0342F73326 <br /> eliminated functionality in the Services, City, at City's sole election and in City's sole <br /> determination, shall: (a) have, in addition to any other rights and remedies under this <br /> Agreement or at law, the right to immediately terminate this Agreement and be entitled to <br /> a return of any prepaid fees; or, (b) determine the value of the reduced or eliminated <br /> functionality and Consultant will immediately adjust the Services Fees accordingly on a <br /> prospective basis. Where Consultant has introduced like functionality in other services, <br /> City shall have an additional license and subscription right to use and access the new <br /> services, at no additional charge, with the same rights, obligations, and limitations as for <br /> the Services. Where Consultant increases functionality in the Services, such functionality <br /> shall be provided to City without any increase in the Services Fees unless expressly <br /> permitted as defined in Exhibit B (Pricing and Fees) Section 1.2 (Software Upgrades <br /> and Enhancements). <br /> 1.6. No Effect of Click-Through Terms and Conditions — Where an Authorized User is <br /> required to"click through"or otherwise accept or be made subject to any online terms and <br /> conditions in accessing or using the Services, such terms and conditions are not binding <br /> and shall have no force or effect as to the Services or this Agreement unless separately <br /> agreed to in writing by the City. <br /> 1.7. Compliance with All Laws — In providing the Services, Consultant shall comply with <br /> any and all applicable local, State and federal laws, statutes, standards, policies, and <br /> regulations including, but not limited to, the Americans with Disabilities Act, the Stored <br /> Communications Act, 18 U.S.C. Section 2701, et seq., Civil Code Sections 1798,80 <br /> through 1798,94, and the California Consumer Privacy Act, Civil Code Section 1798.100, <br /> et seq. <br /> 2. Software Implementation <br /> 2.1. Development and Test Environments -- In addition to production use of the Services, <br /> City is entitled to one development /test environment for use by Authorized Users at no <br /> additional charge during initial implementation of Services. Such non-production <br /> environments shall have the same data storage and processing capacities as the production <br /> environment. The test environment may be revived on an as-needed basis for major <br /> upgrades or modifications to the Services at the City's request at an additional cost. <br /> Consultant shall cooperate with City's requests in managing the non-production <br /> environments such as refreshing City Data upon request. The City shall be responsible for <br /> providing final approval to confirm the completion of User Acceptance Testing during <br /> initial implementation, major upgrades, and modifications to the Services. <br /> 2.2. Consultant's responsibilities <br /> 2.2.1.Project Manager - Consultant will provide a project manager (PM) to guide the <br /> software implementation process. The primary responsibility for the Consultant PM <br /> is to ensure successful and timely completion of each step of the software <br /> implementation schedule. The Consultant PM will work closely with the City's <br /> designated project manager to define the software implementation schedule, identify <br /> City needs and configure the software accordingly, validate the data conversion, and <br /> provide user training. <br /> 2.2.2.IT Support - Consultant will provide a dedicated IT staff member to provide IT <br /> support during the software implementation process. <br /> 2.2.3.Management Support- Consultant will assist the City in evaluating current policies <br /> and procedures in order to enhance operational efficiency. This may include <br /> 1211802.2 Page 12 of 20 <br />