AgdaPkt 2019-04-08 Joint SA PFA - Laserfiche WebLink

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6.A. - Page 9 of 22 6. PAYMENT OF FEES 6.1 Fees; invoicing: Payment; Expenses. (a) Total. Notwithstanding anything to the contrary in this Agreement, the total amount payable to OpenGov by City under this Agreement is Three Hundred Thousand Dollars ($300,000.00). (b) Fees. The fees for the Software Services for the Initial Term and any Renewal Term ("Software Services Fees") and the fees for Professional Services ("Professional Services Fees") are set forth in the applicable Order Form. Software Services Fees and Professional Services Fees shall hereafter be referred to as "Fees". (c) Inflation Adjustment. OpenGov shall increase the Fees payable for the Software Services during any Renewal Term, after the initial three (3) year term, by 4% each year of the Renewal Term. (d) Invoicing and Payment. OpenGov will invoice the Customer One Hundred and Thirty Thousand dollars ($130,000) within Thirty (30) days of execution of this agreement. OpenGov will invoice Customer Eighty -Five Thousand dollars ($85,000) on each of the first two annual anniversaries of the execution date of this agreement. Customer will pay OpenGov the amount invoiced within thirty (30) days of invoice receipt. 6.2 Taxes. All Fees under this Agreement are exclusive of any applicable sales, value-added, use or other taxes ("Sales Taxes"). Customer is solely responsible for any and all Sales Taxes, not including taxes based solely on OpenGov's net income. If any Sales Taxes related to the Fees under this Agreement are found at any time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to pay any Sales Taxes, then Customer will be liable for any related penalties or interest. In the event Customer or the transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation acceptable to OpenGov. 7. TERM & TERMINATION 7.1 Term. Subject to compliance with all terms and conditions, the term of this Agreement shall commence on the Effective Date and shall continue for three (3) years until the Subscription End Date as specified on the Order Form (the "Initial Term"). 7.2 Renewal. This Agreement shall automatically renew for an additional one (1) year period (a "Renewal Term") unless either party provides notice of non -renewal of this Agreement in writing, no less than thirty (30) days before the end of the Initial Term or any Renewal Term. The Initial Term and all Renewal Terms are collectively referred to as the "Term". 7.3 Termination. If either party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non -breaching party (thirty (30) days in the case of non-payment), the non -breaching party may terminate this Agreement. 7.4 Effect of Termination. (a) In General. Upon termination or expiration of this Agreement: (a) Customer shall pay in full for all Software Services and Professional Services performed up to and including the effective date of termination, (b) all Software Services provided to Customer hereunder shall immediately terminate; and (c) each party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its possession. (b) Deletion of Customer Data. OpenGov will permanently and irrevocably delete Customer Data, stored by its cloud hosting provider within ten (10) days of the termination date or a greater time as mutually agreed to by the parties, to assist Customer in downloading Customer Data as set forth in Section 4.2. Page 4 of 17 REV: 03-25-19 PR ATTYIAGR.2019.068/OpenGov Software Suite 16