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v. Ongoing access to the system via an Internet connection acceptable to Harris,'from
<br /> Organization's remote access server to the Harris datacenter, to enable monitoring; and
<br /> vi. A representative with authority to approve the plans and deliverables described in
<br /> Schedule"A" if so required,
<br /> (c) Ownership. Organization agrees that Harris may install access and run certain scripts and other
<br /> software tools on Organization's hardware as required by Harris to perform the Services(the"Harris
<br /> Tools"). Organization acknowledges and agrees that Harris is and shall remain the sole owner of all such
<br /> Harris Tools,including all copyright,patents,trademarks, trade secrets and other intellectual property
<br /> rights therein,and Organization is granted no license to access or use the Harris Tools. Organization may
<br /> retain a[paper/pdf] copy of any reports provided by Harris to Organization as part of the Services,
<br /> however Harris is and shall remain the owner of all copyright,patents,trademarks, trade secrets and other
<br /> intellectual property rights in and to such reports,
<br /> 3. Fees.
<br /> (a) Fees.In consideration of providing the Services,Organization agrees to pay the fees set out in
<br /> Schedule"B" (the"Fees")to Harris.During the term of this Agreement,Harris shall,from time to time,
<br /> deliver invoices to Organization.Each invoice delivered to Organization by Harris shall be due and
<br /> payable upon receipt thereof by Organization.
<br /> (b) Taxes. The Fees are exclusive of taxes. Organization agrees to pay all foreign, federal,state,
<br /> provincial,county or local income taxes,value added taxes,use,personal,property,sales and any other
<br /> taxes,tariff, duty or similar charges that may be levied by a taxing authority(excluding taxes on Harris's
<br /> net income) ("Taxes")unless it provides Harris with a tax exemption certificate acceptable to the
<br /> applicable taxing authorities. Harris will reimburse Organization to the extent Taxes paid by Organization
<br /> are recovered by Harris from the taxing or governmental authority.To the extent that Taxes may only be
<br /> refunded to Harris,Harris agrees to cooperate reasonably with Organization's obtaining a refund or
<br /> reimbursement of the Taxes,In the event that Organization is obliged by law to withhold any tax with
<br /> respect to a payment to Harris,Organization will(a)withhold the appropriate amount from the payment;
<br /> (b)pay the withheld amount to the applicable authority,as required by law, and(c)furnish to Harris
<br /> certified copies of tax receipts and any other documentation reasonably requested by Harris as proof of
<br /> Organization's payment of the withholding tax.
<br /> (c) Late Payment. In the event Organization fails to pay all or any portion of an invoice on or
<br /> before ninety(90)days after the date it becomes due,in addition to all other remedies Harris has under
<br /> this agreement or otherwise,Harris shall have the option to suspend or terminate all Services under this
<br /> agreement. Suspension or termination of any such Services shall not relieve the Organization of its
<br /> obligation to pay its outstanding invoices,including any application late charges.
<br /> 4. Warranty
<br /> (a) Warranty.Harris warrants that the Services will be performed in a professional and diligent
<br /> manner by personnel who are competent in performing their individual tasks,
<br /> (b) DISCLAIMER.TO THE GREATEST EXTENT PERMITTED BY LAW,EXCEPT FOR THE
<br /> LIMITED WARRANTY PROVIDED IN SECTION 4(a),THE SERVICES ARE PROVIDED
<br /> TO THE ORGANIZATION"AS IS"AND THERE ARE NO WARRANTIES,
<br /> REPRESENTATIONS OR CONDITIONS,EXPRESSED OR IMPLIED,WRITTEN OR ORAL,
<br /> ARISING BY STATUTE,OPERATION OF LAW,COURSE OF DEALING,USAGE OF
<br /> TRADE OR OTHERWISE,REGARDING THEM OR ANY OTHER PRODUCT,SERVICE
<br /> OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH.
<br /> HARRIS,ITS LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES
<br /> PSA between Cayenta and City of Everett 2 08/08/20 t 8
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