R2025-314 Resolution Authorizing Renewal of OpenGov, Inc. Maintenance and Support for Permitting and Licensing Software

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DocuSign Envelope ID:AA1ADA3A-AB1B-4E9A-BB84-966C7CEFE673 OPENGOV SOFTWARE SERVICES AGREEMENT consent but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate; or(ii) any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement shall inure to the benefit of and bind each party's permitted assigns and successors. 10.8 Independent Contractors. No agency, partnership,joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect. 10.9 Governing Law and Jurisdiction.This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of laws provisions. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent jurisdiction located in Macon County, Illinois, and the parties hereby submit to the personal jurisdiction and venue therein. 10.10 Complete Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. Signatures DocuSigned by: Customer: City ofDecatur IL OPENGOV,INc� Signature: Signature: Apt 3ce7DcrrDs. Name: doh ��5�-� - Name: Paul H. Denton Title: )ep t�-F� Ci� The,r,o -61>°l Title: CFO Date: l!/6 Jacao Date: 11/5/2020 6 Rev.2018.01 200701_Decatur