Res 2016-163/approving the procurement of NeoGov Applicant Tracking Software System licenses, support and maintenance from SHI Government Solutions through and in accordance with the State of Texas Department of Information Resources Contract #DIR-SDD-25

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GL0H"'\\P (d) Within sixty (60) days of last date of use (and provided within notification of termination of this Agreement), NEOGOV shall provide City with either read only access or a dedicated data file from the Insight system (flat file format). The dedicated data files will be comprised of the City's standard data contained in NEOGOV's Insight system. The structure of the relational database will be specific to the City's data and will not be representative of the proprietary NEOGOV database. 10. Payments. (a) Initial Term. See Exhibit A(Order Form). (b) Renewal Term(s). The term of this Agreement will automatically renew for five one-year terms from the date of the expiration of the initial term. For each Renewal Term,NEOGOV will continue to provide the City with the Services, and will provide maintenance and support services as described herein, provided the City makes payment upon receipt of an invoice from SHI and pays SHI in advance the annual recurring charges then in effect. If there is an increase in annual maintenance and support charges, NEOGOV shall give the City written notice of such increase at least sixty (60)calendar days prior to the expiration of the applicable term. The costs for each renewal term are included as items 1-4 of the attached SHI quote.(Exhibit C). (c) NEOGOV acknowledges that all invoices shall be delivered to the stated "Bill To" party on the Order Form Below. In the event that the "Bill To" party is unable to pay any invoice, the City acknowledges that is shall be responsible for payment to NEOGOV or may terminate this agreement. (d)50%of contract price shall be payable net 30 from execution of this Agreement,and the remaining 50%shall be payable net 60 from execution of this Agreement. 11. Force Majeure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences incurred by the City or by any other person or entity as a result of delay in or inability to deliver any Services due to circumstances or events beyond NEOGOV's reasonable control, including, without limitation: (i)acts of God; (ii) changes in or in the interpretation of any law, rule, regulation or ordinance; (iii) strikes, lockouts or other labor problems; (iv) transportation delays; (v) unavailability of supplies or materials; (vi) fire or explosion; (vii) riot, military action or usurped power; or(viii) actions or failures to act on the part of a governmental authority. 12. Contract Documents and Order of Precedence. Any exhibits,attachments and appendices attached to or referenced by the Agreement are incorporated by reference into the Agreement as though included verbatim herein. The following documents comprise the entire Agreement: The Service Level Agreement Exhibit A—Order Form Exhibit B—City of San Marcos Standard Terms and Conditions Exhibit C-SHI Quote Exhibit D—Authorization of Change in Services In the event of conflict between any of the portions of this Agreement, including Attachments and Exhibits hereto, the following order of precedence will apply and both parties agree to adhere to this order: 1) The SLA 2) The SHI Quote(Exhibit C) 3) A completed Exhibit D 4) Exhibit A 5) Exhibit B 13. Miscellaneous. (a) Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the party to be bound. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and shall be governed by and construed in accordance NEOGOV Page 4 of 10