2023-048-E-Tax Dept-NCACC-NCPTS Software Licensing & Pool Funds

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Exhibit I 3 8.5. Licensee shall pay all user fees associated with its use of the Software, as well as any fees assessed by the Steering Committee into a pooled fund (the “NCPTS Pool Fund”) for the benefit of participating counties to pay for enhancements to the Software (in such amounts as determined by the Steering Committee, which may be scaled to the relative size of counties, their transaction volumes, or as otherwise determined by the Steering Committee) so long as the maximum amount payable under this agreement does not exceed Ten Dollars ($10.00). 8.6. Licensee shall promptly notify Licensor of any errors, “bugs”, or problems in the Software of which it becomes aware. 8.7. Licensee shall submit all requests for enhancements to the Software through the Steering Committee. 8.8. Licensee acknowledges and agrees that any enhancements to the Software will be made available to all other licensees of the Software who could benefit from the enhancements. 9. Assignment. This Agreement may not be assigned by any of the parties unless the non-assigning parties give prior written consent, except as permitted in this section. In the event that NCACC should cease to exist or should cease to undertake a program for the administration of the licensing and enhancement of the Software, it may assign to each N.C. local government that has licensed the Software from NCACC, NCACC’s joint ownership rights to the Software to enable to use the Software in its then-current form perpetually. 10. Notices. Except as otherwise provided in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered to the Notice Addresses listed in the signature blocks at this Agreement’s end. The Notice Addresses may be changed by notice given by such party to the other pursuant to this Section or by other form of notice agreed to by the parties. 11. Nonwaiver. Any failure or delay by any party to exercise or partially exercise any right, power or privilege hereunder shall not be deemed a waiver of any of the rights, powers or privileges under the Agreement. The waiver by any party of a breach of any term, condition or provision of this Agreement shall not operate as, or be construed as, a waiver of any subsequent breach thereof 12. Modifications, Amendments or Waivers. Modifications or amendments to this Agreement and waivers of any provisions hereof shall be valid only when made in writing signed by duly authorized representatives of the parties. 13. Severability. If any term, provision or part of this Agreement is to any extent held invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be impaired or affected thereby, and each term, provision, and part shall continue in full force and effect, and shall be interpreted in a manner consistent with the intent of the parties. 14. Dispute Resolution Process. The parties shall use their best, good faith efforts to cooperatively resolve disputes and problems that arise in connection with this Agreement. When a dispute arises, both parties will attempt to resolve the dispute pursuant to this section and will continue without delay to carry out all their respective responsibilities under this Agreement. 14.1. Licensor and Licensee will use their best efforts to resolve disputes arising in the normal course of business at the lowest organizational level between each party’s staff with appropriate authority to resolve such disputes. However, when a dispute arises between Licensor and Licensee which cannot be resolved in the normal course of business, either party may notify the other of the dispute, with the notice specifying the disputed issues. The Executive Director of Licensor and the County Manager of Licensee shall use their best, good faith efforts to resolve the dispute within five business days of submission of such dispute notice. If these representatives are unable to resolve the dispute within such period, either party may pursue its available legal and equitable remedies. DocuSign Envelope ID: 3D9FDCE6-4984-4679-82C1-DCF1D71F6432