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Agenda - 12-10-2024 ; 8-i - Approval of Contract with TripSpark Technologies for Consolidation of County Transit Management Technology
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Agenda - 12-10-2024 ; 8-i - Approval of Contract with TripSpark Technologies for Consolidation of County Transit Management Technology
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12/10/2024
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8-i
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Agenda for December 10, 2024 BOCC Meeting
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15 <br /> in accordance with Exhibit B of this Agreement. The total amounts due for all Service fees,modifications fees,and expenses <br /> are firm fixed amounts and will be invoiced on that basis. The Purchase Order shall be governed exclusively by the terms <br /> and conditions of this Agreement. <br /> Licensee shall pay annual maintenance fees to TripSpark as provided in Exhibit B (the "Maintenance Fee") of this <br /> Agreement. This fee shall be subject to change as set out in Exhibit B of this Agreement. Licensee shall issue a Purchase <br /> Order annually specifying the amount set forth in the TripSpark invoice for Software maintenance services,and the Purchase <br /> Order shall be governed by the terms and conditions of this Agreement. <br /> Licensee shall pay invoices within thirty (30) days of receipt. In the event of an invoice dispute, Licensee shall have five <br /> (5)business days from date of receipt of invoice to advise TripSpark of the reasons for disputing the invoice in question. If <br /> TripSpark has not received such notification within such timeframe, the invoice in question shall be deemed accepted by <br /> Licensee. Overdue undisputed payments will bear interest at the annual rate often percent(10%)on the amount outstanding <br /> from the date when payment is due until the date payment in full is received by TripSpark. Licensee will also be responsible <br /> for payment of all applicable taxes and other levies,including sales and use taxes,and this obligation will survive termination <br /> of this Agreement. If Licensee has a tax exemption certificate,a copy of the certificate must be provided to TripSpark upon <br /> signing of this Agreement to avoid payment of the applicable tax to TripSpark. <br /> 8. Trade Secrets and Confidential Information Licensee acknowledges that any Trade Secrets or <br /> Confidential Information disclosed to Licensee pursuant to this Agreement are owned by TripSpark and include trade secrets <br /> and other confidential and proprietary information of TripSpark. Licensee shall maintain in confidence and not disclose the <br /> same, directly, or indirectly, to any third party without TripSpark's prior written consent. Licensee further acknowledges <br /> that a breach of this Section would cause irreparable harm to TripSpark for which money damages would be inadequate and <br /> would entitle TripSpark to injunctive relief and to such other remedies as may be provided by law. <br /> 9. Media and Publication Licensee shall not communicate with representatives of the general or technical press, <br /> radio,television,or other communications media regarding the work under this Agreement without prior written consent of <br /> TripSpark,which such consent shall not be unreasonably withheld.Neither Licensee nor any of its personnel shall publish <br /> or reproduce or arrange press releases regarding TripSpark without the prior written consent of TripSpark upon such terms <br /> as may be agreeable to TripSpark. TripSpark reserves the right to publish the results of the work done under this Agreement. <br /> 10. Force Majeure Neither party to this Agreement shall be liable to the other party hereto for loss or damage arising <br /> out of any delay or failure by such party in performing its obligations hereunder, except the making of payments due <br /> hereunder, if such delay or failure was the unavoidable consequence of a pandemic, natural disaster, exercise of <br /> governmental power, strike or other labor disturbance,war,revolution, embargo, insurrection, operation of military forces, <br /> or other event or condition beyond the control of such party,provided that such party notifies the other party of its inability <br /> to perform and the reasons there for, with reasonable promptness, and performs its obligations hereunder as soon as <br /> circumstances permit. <br /> 11. Remote Access Licensee shall provide TripSpark with the right to establish a remote connection to Licensee's <br /> computer(s) on which the Software is installed, so as to enable TripSpark to monitor the operation of the Software. <br /> 12. Intellectual Property Indemnification In the event of an intellectual property infringement claim by a third party, <br /> TripSpark will defend Licensee in respect of any such claims based on the claim that the Software infringes the intellectual <br /> property rights of that third party. TripSpark will pay any award rendered against Licensee by a court of competent <br /> jurisdiction in such action,provided that Licensee gives TripSpark prompt notice of the claim and TripSpark is permitted to <br /> have full and exclusive control of any defense. If all or any part of the Software becomes,or in TripSpark's opinion is likely <br /> to become, the subject of such a claim, TripSpark may either modify the Software to make it non-infringing or terminate <br /> this Agreement as it relates to the infringing portion of the Software. This is TripSpark's entire liability concerning <br /> intellectual property infringement. TripSpark will not be liable for any infringement or claim based upon any modification <br /> of the Software developed by Licensee or any other third party,or use of the Software in combination with software or other <br /> technology not supplied or approved in advance by TripSpark, or use of the Software contrary to this Agreement or the <br /> Documentation. <br /> 13. Limitation of Liability <br /> (a) TripSpark and Licensee do not rely on and will have no remedy arising from any statement,representation,warranty <br /> or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other <br />
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