2009-097 IT - Intelligent Information Systems, Inc. - Addendum to Software Maintenance and Support Agreement

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5. Term and Termination 5.1. As a master agreement, this Agreement shall remain in place until terminated as set forth herein. 5.2. Either party may terminate this Agreement or any Schedule if the other party materially breaches this Agreement and such breach is not cured, or an acceptable plan for resolving the breach is not put in place, within thirty (30) days after written notice identifying specifically the basis for such notice. 5.3. County may terminate this Agreement or any Schedule by providing at least thirty (30) days prior written notice to IIS, in the event that county, state, or federal funds are withdrawn. 5.4. The terms provided in Sections 4, 5, 6, 7.1, 8 and 9 of this Agreement shall survive any termination of this Agreement. For the avoidance of doubt, the parties agree that termination of this Agreement shall not result in termination of the License Agreement. In the event of termination, unless such termination is due to a material breach by IIS, County agrees to pay IIS for: (a) all Services rendered that have been completed and accepted and expenses incurred up to the date of termination and (b) on a pro-rata basis based on a percentage of completion for Services and Deliverables in process at the time of termination. 5.5. IIS acknowledges that a "nonappropriation" may occur when the County is unable to secure or allocate sufficient funds in its operating budget to fulfill its financial obligations under this Agreement. If a nonappropriation occurs during the term of the Agreement, County may terminate the Agreement at the end of the then-current fiscal period ("Termination Date") without incurring any termination liability. County will not be obligated for payments for any fiscal period after the Termination Date. County will give IIS written notice of any termination under this section at least 30 days before the Termination Date. At IIS' written request, County will promptly provide supplemental documentation about the non-appropriation. Notwithstanding the foregoing, County agrees to take all necessary action to budget and secure any funds required to fulfill its contractual obligations for each fiscal year during the term of the Agreement, including the exhaustion of all available administrative appeals if funding is initially denied. 6. Warranty 6.1. IIS represents that it has the requisite knowledge, expertise and experience necessary to perform Services under this Agreement. IIS further represents that the Services performed and the Deliverables provided shall materially conform to the requirements in this Agreement and any specifications provided in the attached Schedule, including but not limited to any third- party software integration specifications and requirements set forth in this Agreement and the attached Schedule. County agrees to notify IIS of any breach. of the representations in this Section 6.1 within thirty (30) days after completion of the Services. County's sole remedy for breach of this representation shall be for IIS to reperform the Services at issue at no charge to County; provided that if IIS breaches this representation for the same Services more than three (3) times, then County will have the right to terminate this Agreement for breach without further opportunity to cure. In the event of any disagreement between the parties with regard to any breach of this representation, the parties agree to follow the dispute resolution process in Section 8.1 below. 6.2. County represents that it has obtained or will obtain prior to IIS' commencement of the Services all licenses and consents from third party vendors authorizing access to and/or modifications of software and/or technical information owned by such vendors and licensed to County, as required in order for IIS to perform the Services. -3-