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POLARIS 2. Furnishing of Deliverables Based on the statistics in Schedule A, which the COUNTY agrees are reasonably correct as of the date of this Agreement, and subject to any special conditions appended in Schedule I, Additional Considerations, Polaris will provide deliverables detailed in the following Schedules at the fees indicated in said Schedules: Schedule B : Database Services Schedule C: Hardware and System Software Schedule D : POLARIS ILS Software Licenses Schedule E: Services Schedule F: E*vaned Solutions Schedule G: Hardware Maintenance Schedule H : Software Maintenance and System Support Schedule I: Payment Schedule Schedule J : Additional Considerations Schedule K: Data Migration - Data Requirements 3. Installation Schedule 3.1 . Following the signing of this Agreement, the COUNTY and Polaris will develop a mutually agreeable Implementation Plan which shall include, but not be limited to, identification of all required tasks, a timeline of all required tasks, an indication of which party is responsible for completion of each task, and expected duration of each task. Upon completion of installation and implementation, both parties shall mutually agree to an Operational Date pursuant to Article 1 .5. herein. 3.2. If, following the execution of this Agreement and the signing of the Implementation Plan, the delivery and/ or installation of the Software and/ or Hardware is postponed until after the proposed Operational Date provided in the then current Implementation Plan due to extensions requested by the COUNTY or the failure of the COUNTY to perform its responsibilities under the terms of the Implementation Plan, then Polaris, at its option, shall be entitled to invoice the COUNTY for any balance due on installation, pursuant to Schedule I, Payment Schedules. 4. Term and Termination 4.1 . This Agreement is effective upon final signature and for an initial term ending one year from the Operational Date. It shall then be renewed automatically for one-year periods unless the COUNTY notifies Polaris of its intention not to renew at least ninety (90) days prior to the expiration of the original or any extended term. 4.2. If either party is considered to be in material breach of any of the terms and conditions of this Agreement, the aggrieved party shall give written notice thereof, including a reasonably detailed statement of the nature of such alleged breach, to the other party. The party considered to be in breach of this Agreement will have thirty (30) days after notice is received to cure such breach, or, if the breach cannot reasonably be cured within thirty (30) days, the party shall provide a written estimate of the time needed to cure such breach, shall commence to cure such breach within ten (10) days of notice from the aggrieved party and shall diligently continue to prosecute such cure to completion. If the party considered to be in breach fails to cure, commence to cure in timely manner, or diligently prosecute such cure to completion, the aggrieved party, at its option, shall be entitled to terminate this Agreement or suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail itself of any and all remedies available under this Agreement, at law or in equity. 4.3. In the event either party becomes insolvent or voluntarily or involuntarily bankrupt or a receiver, assignee or other liquidating officer is appointed for all or substantially all of the business of either party, or if either party makes an assignment for the benefit of creditors, then the other party, at its option may immediately terminate this Agreement by notice to the offending party to that effect. In no event shall this Agreement be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and any such assignment or attempted assignment shall be void and in no event shall this Agreement or any rights or privileges hereunder be an asset of either party under any bankruptcy, insolvency or reorganization proceedings. 3/20/07 Indian River County Contract Page 3 of 30