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a o o SMART Gov. Community Attention: Accounts Receivable Paladin Data Systems Corporation 19362 Powder Hill Place NE Poulsbo, WA 98370 Electronic Remittance should be made to: SMARTGov Community® Subscrfpdon Agreement Bank of America Account # 485007023715 Account Name: Paladin Data Systems Corporation ACH Routing Number # 323070380 Bank Address: 1000 6th Street, Bremerton, WA 98337 A contract or invoice reference number must accompany all payments. 4.4 Right to Modify Fees. PALADIN reserves the right to modify Fees for SMARTGov Community, beginning year six, under this Agreement upon notice to CLIENT no less than sixty days prior to the Annual Subscription renewal and before such Fee modification is to take place. Any increase in fees for SMARTGov Community shall be limited to a maximum of 5% of the current annual subscription fees paid by CLIENT. 4.5 Availability of Funds. The Client's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. In the event the City Commission fails to appropriate funds for the particular purpose of this Agreement during any year of the term hereof, then this Agreement shall be terminated upon ten (10) days written notice and PALADIN shall be compensated for the Services satisfactorily performed prior to the effective date of termination. 5. RESPONSIBILITIES 5.1 CLIENT Responsibilities. (a) CLIENT shall be solely responsible for the manner in which CLIENT and End -Users use SMARTGov Community, including the requirements for End -Users set forth in Section 11 below. CLIENT shall ensure that only authorized End -Users have access to any passwords provided by PALADIN for use in connection with SMARTGov Community and shall not disclose such passwords to any other individual. CLIENT acknowledges and agrees that it is solely responsible for strictly maintaining the confidentiality and integrity of such passwords and CLIENT shall indemnify and hold harmless PALADIN from and against any liability, damages or costs arising from CLIENT's failure to comply with this Section 5.1. CLIENT shall notify PALADIN immediately in writing if the security or integrity of a password has been compromised. (b) CLIENT agrees to (i) cooperate and consult with PALADIN in the delivery of SMARTGov Community to CLIENT, and (ii) provide and maintain, in good and working order at all times, its own Internet access and all necessary Recommended Equipment, telecommunications equipment, software and other materials necessary for End -Users to access and use SMARTGov Community. (c) CLIENT will have total responsibility for the quality of the CLIENT Data captured and stored in SMARTGov Community. PALADIN will not be held responsible for the quality of the CLIENT Data or any losses that may occur because of incorrectly managed CLIENT Data. (d) CLIENT will not take any action that: (i) imposes or may impose, in PALADIN's sole discretion, an unreasonable or disproportionately large load on SMARTGov Community infrastructure; (ii) interferes or attempts to interfere with the proper working of SMARTGov Community or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of SMARTGov Community; or (iii) circumvents, disables, or interferes or attempts to circumvent, disable, or interfere with security - related features of SMARTGov Community or features that prevent or restrict use, access to, or copying of any data or enforce limitations on use of SMARTGov Page 6 Initials —Paladin Client +u7 1