Item 03 - Agreement with Happy Software, LLC

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Interest accrues on past due balances at the lesser of a 1½% per month or the highest rate allowed by law. To dispute a charge on an invoice, Authority must identify the specific charge in dispute and provide a written explanation of the basis for the dispute within thirty (30) calendar days of the date of invoice. Authority may withhold payment of a charge subject to good faith dispute provided: (i) Authority submits the billing dispute within thirty (30) calendar days of the date of the invoice; (ii) Authority pays the undisputed portion of all charges; and (iii) Authority cooperates reasonably with Consultant’s efforts to investigate and resolve the dispute. If Consultant determines that a disputed charge is in error, Consultant shall issue a credit or reverse the amount incorrectly billed. If Consultant determines that a disputed charge was billed correctly, payment shall be due from the Authority immediately, but no later than five (5) business days after the determination. Authority is responsible for providing an accurate billing contact and updating that billing contact as needed from time to time such that Consultant always has an accurate billing contact for Authority. c. If Client fails to make payments of any fees due under the Agreement, Client shall be in material breach of this Agreement. Consultant will be entitled to suspend its performance upon ten (10) days’ written notice to Client and/or to modify the payment terms, and to require full payment before any additional performance is rendered by Consultant. Notwithstanding any of Consultant’s rights enumerated in section 2 of the Agreement or section 9 of Exhibit A, if Client fails to timely pay applicable fees under an Order Document, Consultant shall be entitled to collect all past and current amounts due and owing, and to accelerate all future amounts to be due, such that all remaining periodic payments for the then current term of the applicable Order Document are immediately due and owing. Client shall be responsible to pay any collection expenses (including attorneys’ fees) incurred by Consultant. Unless expressly provided otherwise, fees paid or payable for Software licenses, SaaS Services or Maintenance and Support are not contingent under any circumstances upon the performance of any Professional Services. d. Unless expressly provided otherwise, the prices in the Agreement do not include taxes. Client agrees to pay any taxes, other than those based on MRI’s net income, arising out of the Agreement. If Client is tax-exempt, Client agrees to send MRI a copy of its tax-exempt certificate prior to execution of a Schedule. Client agrees to indemnify MRI from any liability or expense incurred by MRI as a result of Client’s failure or delay in paying taxes due. e. Unless otherwise noted within the Order Document, MRI’s reasonable travel and lodging expenses incurred by MRI in the performance of Services on Client’s site will be billed separately at actual cost, subject to preapproval by Client. 3. TERM This Agreement shall commence on the date first written above and terminate after three (3) years, on May 31, 2024, unless terminated earlier for breach as outlined in Exhibit A. Thereafter, the term of this Agreement may be extended upon a writing executed by the Authority Executive Director and Authority General Counsel. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Authority to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of EXHIBIT 2