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REV: 10-03-24 MI <br />e. Taxes. The fees do not include any taxes, including, without limitation, sales, use or excise tax. If <br />Customer is a tax-exempt entity, you agree to provide Company with a tax-exempt certificate. <br />Otherwise, Company will pay all applicable taxes to the proper authorities and Customer will <br />reimburse Company for such taxes (this excludes Company’s income taxes, both federal and <br />state, as applicable, arising from Company’s performance of this Agreement). <br />f. The parties acknowledge that appropriation of funds is a governmental function which the <br />Customer cannot contractually commit itself in advance to perform and this Agreement does not <br />constitute such commitment. The Customer’s obligation to pay under this Agreement is <br />contingent upon Customer’s annual appropriation of funds for such purpose, and the non- <br />appropriation of funding for such purpose in any fiscal year shall immediately relieve both parties <br />of their respective obligations hereunder, as of the last day for which funds have been <br />appropriated. The Customer shall immediately notify the Company in writing (via e-mail), upon <br />determining that sufficient funds will not be budgeted and appropriated in any fiscal year under <br />this Agreement. <br />6. TERMINATION <br />a. Termination Procedures. Upon termination for any reason other than a breach by Provider, <br />Contractor shall disable access to the applicable Portal. City shall provide contact information <br />necessary to facilitate the return of the Customer Data. with thirty (30) days after termination. <br />Contractor shall return the Customer Data via the Secure File Transfer Protocol promptly upon <br />receipt necessary information from City to facilitate the return. It is City’s sole responsibility to <br />ensure that the Customer Data is downloaded, stored, and reviewed. All Customer Data will be <br />deleted sixty (60) days from the date that the Customer Data is returned. <br />If City fails to cooperate in facilitating the return of the Customer Data, Contractor reserves the <br />right to delete the Customer Data ninety (90) days after the termination of the Contract. <br />City acknowledges and agrees that Contractor has no obligations whatsoever with regard to the <br />Customer Data following the final destruction. Upon request, Contractor will provide City with a <br />Certification of Data Destruction. This Section shall survive the termination of this Contract. <br />b. Optional Data Retention. If City desires for Contractor to retain the Customer Data beyond sixty <br />(60) days from the date of the final extraction, City must make that request, in writing (via email), <br />and receive an acknowledgement of said request. Requests that do not receive an <br />acknowledgement or requests that are made after the sixty (60) day window are not considered <br />valid. The minimum cost for continued data retention is $6,000.00 for six (6) months. <br />ATTY/AGR.2024.180/Neighborly Software (Page 20 of 26)