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2023-095A
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2023-095A
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Last modified
6/9/2023 10:23:36 AM
Creation date
6/9/2023 10:22:31 AM
Metadata
Fields
Template:
Official Documents
Official Document Type
Agreement
Approved Date
05/16/2023
Control Number
2023-095A
Agenda Item Number
8.S.
Entity Name
OpenGov, Inc.
Subject
Agreement for Purchase of Asset Management Software
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DocuSign Envelope ID: 7D5B427A-5ABE-4FE3-95F2-8BF26A5A9F27 <br />Customer on a timely basis, unless such delays result, directly or indirectly from the failure of OpenGov or <br />its authorized independent contractors to perform the Professional Services in accordance with this <br />Agreement or applicable SOW. <br />6.2 Consequences of Non -Payment. If Customer fails to make any payments required under any Order Form <br />or SOW, and in violation of Florida Statute, then in addition to any other rights OpenGov may have under this <br />Agreement or applicable law, (a) Customer will owe late interest penalty of 1.5% of the outstanding balance per <br />month, or the maximum rate permitted by Florida law, whichever is lower and (b) If Customer's account remains <br />delinquent (with respect to payment of a valid invoice) for thirty (30) days after receipt of a delinquency notice <br />from OpenGov, which may be provided via email to Customer's designated billing contact, OpenGov may <br />temporarily suspend Customer's access to the Software Service for up to ninety (90) days to pursue good faith <br />negotiations before pursuing termination in accordance with Section 7. <br />6.3 Taxes. All Fees under this Agreement are exclusive of any applicable sales, value-added, use or other <br />taxes ("Sales Taxes"). Customer is solely responsible for any and all Sales Taxes, not including taxes based <br />solely on OpenGov's net income. If any Sales Taxes related to the Fees under this Agreement are found at any <br />time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails <br />to pay any Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify <br />OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the <br />transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide <br />OpenGov, as evidence of such tax-exempt status, proper exemption certificates or other documentation <br />acceptable to OpenGov. <br />7. TERM & TERMINATION <br />7.1 Term. Subject to compliance with all terms and conditions, the term of this Agreement shall commence <br />on the Effective Date and shall continue until the Subscription End Date specified on the Order Form (the "Initial <br />Term") unless sooner terminated pursuant to Section 7.3 below. <br />7.2 Renewal. This Agreement shall automatically renew for another period of the same duration as the Initial <br />Term (the "Renewal Term" and together with the Initial Term, the "Term"), unless either party notifies the other <br />party of its intent not to renew this Agreement in writing no less than thirty (30) days before the end of the Initial <br />Term. <br />7.3 Termination. Neither party shall have the right to terminate this Agreement without a legally valid cause. <br />If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days <br />after notice by the non -breaching party (ten (10) days in the case of non-payment), the non -breaching party may <br />terminate this Agreement. <br />7.4 Effect of Termination. <br />(a) In General. Upon termination pursuant to Section 7.3 or expiration of this Agreement pursuant to <br />Section 7.1: (a) Customer shall pay in full for all Software Services and Professional Services performed up to <br />and including the effective date of termination or expiration, (b) all Software Services provided to Customer <br />hereunder shall immediately terminate; and (c) each party shall return to the other party or, at the other party's <br />option, destroy all Confidential Information of the other party in its possession, except as provided by Florida law. <br />,(t) Deletion of Customer Data. Unless otherwise requested pursuant to this Section 7.4(b), upon the <br />expiration or termination of this Agreement the Customer Data not already in Customer's possession, excluding <br />any Insights, shall be provided to Customer upon a written request received within 30 days after the date of <br />Termination.. Upon written request, Customer may request deletion of Customer Data, excluding any Insights, <br />prior to the date of termination or expiration of this Agreement. Such request must be addressed to "OpenGov <br />Vice President, Customer Success" at OpenGov's address for notice described at Section 10. <br />7.5 Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality), <br />Section 6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer), <br />Section 9 (Limitation of Liability) and Section 10 (Miscellaneous). <br />8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER <br />Indian River, FL 5/5 dp <br />
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