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B. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE <br />APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE <br />CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS <br />RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN <br />OF PUBLIC RECORDS AT: <br />(772) 226-1424 <br />publicrecords ar irc2ov.com <br />Indian River County Office of the County Attorney <br />1801 27th Street <br />Vero Beach, FL 32960 <br />C. Failure of the Contractor to comply with these requirements shall be a material breach of <br />this Agreement. <br />10. TERM AND TERMINATION <br />10.1 TERM. This Agreement will take effect on the Effective Date and will remain in force for <br />a period of two (2) years following Final Acceptance ("Initial Term"). The contract will <br />automatically renew for 12 -month periods following the end of the Initial Term and following each <br />subsequent annual term thereafter unless terminated in accordance with this Agreement. <br />10.2 TERMINATION. This Agreement may be terminated by: <br />(a) By Licensee. Should there be discovered a serious defect or flaw in the SCPDC software <br />that prevents the Licensee from using the system to support Licensee's operations in issuance of <br />permits, Licensee shall notify SCPDC of the issue. SCPDC will have 45 days to resolve the issue. <br />If the issue cannot be resolved within the time period, the contract will terminate on the 1St of the <br />following month. <br />(b) By SCPDC. Upon written notice to Licensee if any of the following events <br />("Termination Events") occur, provided that no such termination will entitle Licensee to a refund <br />of any portion of the License Fee or maintenance fees: (i) Licensee fails to pay any undisputed <br />amount due to SCPDC within thirty (30) days after SCPDC gives the Licensee written notice of <br />such non-payment; (ii) Licensee is in material breach of any non -monetary term, condition or <br />provision of Agreement, which breach, if capable of being cured, is not cured within thirty (30) <br />days after SCPDC gives Licensee written notice of such breach; or (iii) Licensee becomes subject <br />to any bankruptcy or insolvency proceeding under federal or state statutes; or (iv) SCPDC elects <br />to refund Licensee's fees. <br />Page 9 of 21 <br />