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POLARIS 4.4. Subject to the conditions of Article 4. 2, if this Agreement is suspended or terminated by the COUNTY, whether for cause or convenience, then, effective upon the date of suspension or termination, the COUNTY shall be relieved of further payment obligations, and shall be liable for payment only for those goods and Services satisfactorily received prior to the date of suspension or termination. If the Agreement is terminated, any pre-paid maintenance fees shall be refunded to the COUNTY to the date of termination on a pro-rated basis. If the Agreement is mutually reinstated, then the COUNTY shall reassume its payment obligations. 5. Return or Destruction of Licensed Software If this Agreement is terminated, whether for cause or convenience, and the right to continued use of the Software and Software Materials under the conditions set forth herein is withdrawn, then all Softwrare and Software Materials must be returned to Polaris, or if so requested in writing by Polaris, destroyed. Within one (1) month after the date of cessation or termination of any license granted hereunder, the COUNTY will furnish to Polaris if requested, a certification that through the COUNTY's best efforts and to the best of the COUNTY's knowledge, the original and all copies of the Software and Software Materials received from Polaris or made in connection with such license have been returned or destroyed. This requirement will apply to all copies in any form, including translations, whether partial or complete, and whether or not modified or merged into other Software Materials as authorized herein. 6. Payment 6 . 1 . Fees enumerated in Schedules B through H are summarized in Schedule I herein. 6.2. Payment for all deliverables shall be made in accordance with the terms set forth in Schedule I herein. 6 .3. All payments on proper invoices shall be made to Polaris by the County pursuant to the Local Government Prompt Payment Act (2006), Florida Statutes Section 218 . 70 et seq. 6.4. Interest on proper invoices shall be pursuant to the Local Government Prompt Payment Act (2006), Florida Statutes Section 218.70 et seq. 6.5 . In the event the Operational Date is other than the first day of the month, maintenance and subscription service fees will be pro-rated accordingly. Subscription service fees are subject to change annually, such change commencing one (1) year from the Operational Date and effective upon one hundred and twenty (120) days written notice to the COUNTY. Maintenance fees are subject to change annually, such change commencing two (2) years from the Operational Date and effective upon one hundred and twenty (120) days written notice to the COUNTY. If the charge for any service provided under this Agreement is increased by Polaris, the COUNTY may, with ninety (90) days prior written notice, terminate this agreement upon the effective date of such increase. Otherwise the new charges will become effective upon the date specified in the notice. 7. Licenses 7. 1 Polaris and the COUNTY agree that the following terms and conditions will apply to any COUNTY order for Polaris licensed Software programs and Software Materials that is accepted by Polaris. Polaris will (1) furnish such licensed Software and Software Materials to the COUNTY; (2) grant to the COUNTY a non- transferable, non-exclusive, and non-sublicenseable license to use the Software and Software Materials; (3) provide Software Service and maintenance, as described herein. 7.2. Each license granted under this Agreement authorizes use of the licensed Software and Software Materials by the COUNTY(s) specified herein. The COUNTY may not rent or lease the Software to any other entity, or use the Software as part of a commercial time-sharing, subscription bureau or service bureau operation. 7.3. All licensed Software, including any subsequent updates purchased and any part thereof, may only be used on the system server(s) or Hardware configuration purchased from, or authorized by, Polaris, and in such quantities as may be determined under Schedule D herein. POLARIS ILS server Software may be run on 3/20/07 Indian River County Contract Page 4 of 30