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ATTACHMENT I 4. Compensation. City shall pay Consultant for services rendered pursuant to this PSA as described more particularly in the Tyler Agreement, Exhibit B (Invoicing and Payment Policy). Total compensation for services and reimbursement for costs shall not exceed $1,077,017 provided City timely meets all its obligations under the Agreement unless otherwise agreed by the parties. a. For the maintenance and support services described in the Tyler Agreement,Exhibit C Maintenance and Support Agreement, Section 2 Maintenance and Support Fees, Consultant will not increase annual maintenance fees on the Tyler Software by more than 5%per year for the 2"d through the fifth annual renewals. Thereafter, Consultant shall provide City with ninety(90) days written notice of any change in annual maintenance and support fees.. 5. Sufficiency of Consultant's Work. The Services Warranty in Tyler Agreement, Section C Professional Services, Subsection 5. Services Warranty, shall apply to services provided under this Agreement. 6. Changes. City may request changes in the scope of services to be provided by Consultant. Any changes and related fees shall be mutually agreed upon between the parties and subject to a written amendment to this Agreement. 7. Consultant's Status. In performing the obligations set forth in this Agreement, Consultant shall have the status of an independent contractor and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees and are not agents or employees of City. 8. Termination for Convenience of City. In addition to the termination provisions of Tyler Agreement Section G, Termination and Exhibit C Maintenance and Support Agreement, Section 1, Term,the City may terminate this Agreement at any time by mailing thirty (30)five(5)days advance written notice to Consultant. If the termination is for cause, City will provide Consultant a written description of such alleged cause, and the parties shall mutually and diligently pursue the cure of such cause. If the parties are not able to resolve the cause that gave rise to termination, the Agreement shall then be deemed terminated thirty (30) days after the date of the City's notice (unless extended in writing by the City),and no further work shall be performed by Consultant. The parties acknowledge that the Tyler Agreement's Section I, General Terms and Conditions, Subsection 3 Dispute Resolution does not apply Termination for cause provided Tyler shall be permitted not less than thirty (30)days to remedy City's asserted causes for termination. 9. Non-Assignability& Reimbursement of Subcontractors. The Consultant shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City,and then only upon such terms and conditions as City may set forth in writing. Notwithstanding the foregoing, the parties acknowledge that if Consultant's corporation is subject to merger, acquisition, or other change in control, Consultant is not 2 IPage