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MILLER MENDEL, INC. 3 - 2020
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MILLER MENDEL, INC. 3 - 2020
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Last modified
6/11/2020 8:52:06 AM
Creation date
6/11/2020 8:02:09 AM
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Contracts
Company Name
MILLER MENDEL, INC.
Contract #
N-2020-104
Agency
POLICE
Expiration Date
6/21/2023
Insurance Exp Date
1/1/1900
Destruction Year
2028
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3.6 Total Contract Cost Authorized. The total cost of this Agreement, including all payments from <br />Client to MMI during the Term, excluding any subsequent Renewal, will not exceed $29,678.35 ("Total Authorized <br />Cost"). In the event services (e.g. Data Storage or Support Service fees) requested or incurred by Client will result <br />in costs greater than the Total Authorized Cost, then MMI shall notify Client as soon as MMI becomes aware. Client <br />is responsible for adjusting its Total Contract Cost Authorized to cover any extra Data Storage or Support Services <br />fees. MMI is not obligated under this Agreement to provide extra Data Storage or Support Services that would cause <br />Client to exceed the Total Contract Cost Authorized, and Client shall remain obligated to pay excess costs for <br />additional Data Storage and/or Support Services requested by Client's Administrative User(s). <br />4. TERM, RENEWAL AND TERMINATION <br />4.1 Term. The term of this Agreement will commence as of the Effective Date and will continue <br />through 12-monhts (a "License Term"), and as renewed pursuant to Section 4.2 (Renewal), unless terminated by <br />one or both Parties in accordance with this Agreement, or terminated automatically by the terms of this Agreement. <br />If no fixed License Term is provided, then the License Term and Renewal Terms shall be on a year-to-year basis, <br />coextensive with the License Year. <br />4.2 Renewal. Except as written in Section 4.3, this Agreement shall automatically renew upon MMI's <br />receipt of Client's purchase order for the next License Year. The purchase order must be based on a valid, non - <br />expired Quote from MMI, and received by MMI prior to the last day of the License Year. <br />4.2.1 For fixed multi -year License Terms, in the absence of a newly -executed multi -year <br />agreement then receipt of a purchase order from Client for the next License Year, received by MMI prior to the <br />end of the final License Year of the current multi -year License Term, shall automatically renew this Agreement <br />on a year-to-year basis upon the same terms of this Agreement and the Quote upon which Client's purchase order <br />is based. <br />4.2.2 For purposes of clarity, so long as Client continues to timely pay invoices for Data <br />Storage fees and any Support Services requested by Client, this Agreement shall continue in effect, including <br />Renewals, and Client shall retain access to the data from its existing Applicant Entries. The amount invoiced for <br />data storage overage shall be consistent with the amount(s) listed in the Quote for the prior License Year, unless <br />MMI gives Client sixty (60) days' notice of a data storage price change. If Client does not pay the data storage <br />fee(s) within fifty-nine (59) days from the date listed on the original invoice, MMI may terminate this Agreement <br />and, at MMI's sole discretion, permanently delete Client's data and/or revoke Client's access to the eSOPH <br />System. <br />4.3 Termination. <br />4.3.1 If this Agreement is not renewed in accordance with Section 4.2, it shall automatically <br />terminate upon expiration of the then -current License Term. <br />4.3.2 Either Party may terminate this Agreement prior to expiration of a License Term without <br />cause upon sixty (60) days prior written notice to the other Parry, provided that: <br />(a) If Client terminates this Agreement prior to expiration of the current License <br />Term or current Renewal Term without cause, all fees for the remainder of the respective License Term or Renewal <br />Term listed in Table 3.2 (License Term Fees and Credits) shall become due and payable. Client shall pay all such <br />fees in addition to any balance already outstanding within thirty (30) days of receipt of invoice. <br />(b) If MMI terminates this Agreement prior to expiration of the License Term or <br />Renewal Term without cause, MMI will issue Client a refund for up to 25% of the remaining Entries, minus any <br />outstanding charges owed by Client. MMI does not issue refunds in greater amounts, or for other circumstances, <br />due to the upfront expenses MMI sustains from continuous maintenance of the eSOPH System. <br />4.3.3 MMI may terminate this Agreement immediately for cause upon any breach by Client of <br />Section 2.4 (Restrictions on Use), or Section 2.5 (Acknowledgement of Limited Rights); or if Client or any of its <br />Authorized Users violates MMI's Intellectual Property Rights. <br />MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 11 OF 21 <br />Version: June 1, 2019 — Santa Ana Specific (See Addendum) <br />
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