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<br />within thirty (30) days after the effective date of the end of the 10-
<br />business day period above.
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<br />6.5 Termination for Non-Appropriation of Funds. If
<br />sufficient funds are not appropriated or otherwise made available
<br />by the City’s governing body to continue payments under this
<br />Agreement for any fiscal year, the City shall have the right to
<br />terminate this Agreement at the end of the then-current fiscal year
<br />without penalty, liability, or further obligation to Govstream. In
<br />the event that funds are not appropriated for the renewal or
<br />continuation of this Agreement, the City shall provide written
<br />notice to Govstream as soon as reasonably practicable. Upon
<br />receipt of such notice, Govstream may suspend services at the end
<br />of the current fiscal year and shall be ent itled to payment for all
<br />Services performed up to the effective date of termination.
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<br />6.6 Pilot Phase. If the applicable Order Form designates a
<br />Pilot Phase, (a) the Pilot Term, Pilot Fee, Pilot scope, and
<br />conversion mechanics shall be as set forth in the Order Form; (b)
<br />notwithstanding Section 6.1, either party may terminate this
<br />Agreement for convenience during the Pilot Phase upon thirty (30)
<br />days’ prior written notice, with no further obligation except for
<br />fees already accrued; and (c) on the Pilot Conversion Date, this
<br />Agreement shall automatically convert to the full SaaS
<br />subscription set forth in the Order Form without further action
<br />required by either party, the Initial Term shall commence on the
<br />Pilot Conversion Date, and the termination for convenience right
<br />under this Section 6.6 shall no longer apply.
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<br />6.7 Effect of Termination. Upon the expiration or
<br />termination of this Agreement, City’s (and its Authorized Users’)
<br />rights to access and use the Software and Services provided
<br />hereunder, and all other rights granted to City, will immediately
<br />terminate and City and its Authorized Users must immediately
<br />cease using the Software and Services. Upon the expiration or
<br />termination of this Agreement, (a) the Receiving Party will
<br />promptly destroy, or to the extent reasonably practicable return to
<br />the Disclosing Party, the Proprietary Information of the Disclosing
<br />Party in the Receiving Party’s possession or control, provided that
<br />the Receiving Party may retain copies of Proprietary Information
<br />solely to the extent necessary to satisfy legal or regulatory
<br />requirements and in its backup, archive, logs and disaster recovery
<br />systems until such information is deleted in the ordinary course;
<br />and (b) City will remain liable for, and will promptly pay to
<br />Govstream, any amounts due under this Agreement (adjusted on a
<br />pro rata basis, if applicable).
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<br />6.8 Survival. Upon termination or expiration of this
<br />Agreement, the provisions relating to Section 2.1 (Restrictions),
<br />Section 2.7 (City and Authorized User Inputs), Section 2.8 (End
<br />User Inputs) and Section 3 (Confidentiality; Proprietary Rights)
<br />through Section 12 (Miscellaneous) and all other sections of this
<br />Agreement which by their nature should survive termination, will
<br />all survive such termination or expiration.
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<br />7. WARRANTY AND DISCLAIMER
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<br />7.1 Govstream shall use reasonable efforts consistent with
<br />prevailing industry standards to maintain the Software and other
<br />Services in a manner which minimizes errors and interruptions in
<br />the Services and shall perform the Services in a professional and
<br />workmanlike manner. Services may be temporarily unavailable
<br />for scheduled maintenance or for unscheduled emergency
<br />maintenance, either by Govstream or by third-party providers, or
<br />because of other causes beyond Govstream’s reasonable control,
<br />but Govstream shall use reasonable efforts to provide advance
<br />notice in writing or by e-mail of any scheduled service disruption.
<br />Services will materially perform in accordance with the
<br />descriptions set forth in the applicable Order Form and Statement
<br />of Work during the Term. Govstream’s performance under this
<br />Agreement will not knowingly infringe the intellectual property
<br />rights of any third party.
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<br />HOWEVER, GOVSTREAM DOES NOT WARRANT THAT
<br />THE SOFTWARE OR SERVICES WILL BE
<br />UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE
<br />ANY WARRANTY AS TO THE RESULTS THAT MAY BE
<br />OBTAINED FROM USE OF THE SERVICES OR SOFTWARE.
<br />EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION,
<br />THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”
<br />AND GOVSTREAM DISCLAIMS ALL WARRANTIES,
<br />EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
<br />TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND
<br />FITNESS FOR A PARTICULAR PURPOSE AND NON-
<br />INFRINGEMENT.
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<br />8. INDEMNITY
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<br />8.1 City Indemnification. City hereby agrees to indemnify
<br />and hold harmless Govstream, its affiliated entities and its and
<br />their respective directors, officers, employees, agents, contractors
<br />and representative from and against any damages, losses, claims,
<br />expenses, liabilities, settlements and expenses (including without
<br />limitation costs and attorneys’ fees) (collectively, “Losses”)
<br />arising from or related to: (a) City’s breach of this Agreement,
<br />including any applicable Third-Party Terms; (b) City’s provision
<br />of the City Data to Govstream and Govstream’s authorized
<br />processing of the City Data; (c) any Third-Party Services
<br />purchased or used by City in connection with the Services not
<br />otherwise provided for by Govstream; (d) any security breach or
<br />event caused by City’s acts or omissions, including through the
<br />loss, misuse, or sharing of any user credentials, or any action taken
<br />by Govstream in accordance with City’s or its Authorized Users’
<br />instructions; or (e) any claims, actions, or disputes arising from
<br />End Users’ use of the Services, including but not limited to
<br />allegations of inaccurate information, improper permitting
<br />guidance, AI-generated outputs, or any reliance by End Users on
<br />the Services.
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<br />8.2 Govstream Indemnification. Govstream shall indemnify,
<br />defend, and hold harmless City and its officers, officials,
<br />employees, and agents from and against any Losses incurred by
<br />City arising from or related to: (a) any third-party claim that the
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