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<br />10, Pavirients.
<br />(a) Initial Term. See Exhibit A (Order Form).
<br />(b) Renewal Term(s). For each Renewal Term, NEOGOV will continue to provide Customer with the Services, and will
<br />provide maintenance and support services as described herein, provided Customer renews this Agreement and pays NEOGOV
<br />in advance the annual recurring charges then in effea if there is an increase in annualmaintenance and support charges,
<br />NEOGOV shall give Customer written notice of such increase at least thirty (30) days prior to the expiration of (lie applicable
<br />term.
<br />(c) NEOGOV acknowledges that all invoices shall be delivered to the stated "Bill To" panty on the Order Form in. Exhibit A.
<br />In the event that NEOGOV does not receive payment in accordance with the terms herein, including but not limited to the net
<br />due dates, Customer acknowledges and agrees that it shall be liable for any outstanding payment to NEOGOV, or either party
<br />may terminate this Agreement as applied to Section 9.
<br />(d) Customer will pay all taxes, duties and levies imposed by all foderal, state and local authorities (including, without
<br />limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement,
<br />except those taxes imposed or based on NEOGOV's net income, or those exempt by state law. Customer shall provide
<br />NEOGOV within ten (10) days of request of such exemption.
<br />(e) Renewal Price. Subject to the specific terms and conditions of this Agreement, Exhibit A (Order Form), and the mutual
<br />agreement between parties for a Renewal Term, the Annual Recurring Cost of this agreement will not increase more than five
<br />percent (5%) or the annual United States Consumer Price Index (CPI) rate, whichever is lower, from the previous Tenn period.
<br />The CPI rate shall be the Consume Price Index (CPI -U) — All Urban Consumers, All Items, U.S. City Average during the one
<br />year period ending on April 30 immediately preceding such calendar year, any published by the Bureau of Labor Statistics of
<br />the U.S. Department of Labor, or of any revised or successor index hereafter published by the Bureau of Labor Statistics or
<br />other agency of the United States Government succeeding to its functions.
<br />11. Insurance, NEOGOV will maintain not less than $1,000,000 in professional liability insurance coverage including
<br />coverage for cyber terrorism, hacking, and data breach. Failure to do so shall be grounds for immediate termination of
<br />Agreement by City. NEOGOV will provide proof of such insurance coverage on a form approved by the City Attorney.
<br />12, Force Majeure. NEOGOV shill not be liable for any damages, costs, expenses or other consequences incurred by
<br />Customer or by any other person or entity as a result of delay in or inability to deliver any Services due to circumstances or
<br />events beyond NEOGOV's reasonable control, including, without limitation: (i) acts of God; (ii) changes in or in the
<br />interpretation of any law, rule, regulation or ordinance; (iii) strikes, lockouts or other labor problems; (iv) transportation delays;
<br />(v) unavailability of supplies or materials; (vi) fire or explosion; (vii) riot, military action or usurped power; or (viii) actions or
<br />failures to act on the part of a governmental authority,
<br />13. Pie ey .back Clause. It is understood and agreed by Customer and NEOGOV that any governmental entity may purchase
<br />the services specified herein in accordance with the prices, terms, and conditions of this Agreement. It is also understood and
<br />agreed that each local entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments
<br />to NEOGOV in accordance with the terms of the contract established between the new governmental entity and NEOGOV. It
<br />is also hereby mutually understood and agreed that Customer is not a legally bound party to any contractual Agreement made
<br />between NEOGOV and any entity other than Customer.
<br />14. Miscellaneous.
<br />(a) Either party may not assign its rights or obligations tinder this Agreement without the prior written consent of the other
<br />pity. This Agreement may not be modified or attended (and no rights hereunder may be waived) except through a written
<br />instrument signed by the party to be bound. This Agreement constitutes the entire Agreement between the parties with
<br />respect to the subject matter hereof and shall be governed by and construed in accordance with the, haws of tine State of
<br />California, without giving effect to conflict of law rules. Customer acknowledges and agrees that this Agreement is not
<br />intended to be and shall not be construed to be it tianchise or business opportunity.
<br />NEOGOV
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