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• <br /> • <br /> 2 as the "Payment Amount" for the first Year, Customer notifies SunGard Public Sector <br /> Contract Year. For each Contract Year in writing of Customer's intent not to renew the <br /> subsequent to the initial Contract Year, Agreement for the second Contract Year. After <br /> SunGard Public Sector reserves the right to the second Contract Year, this Agreement will <br /> increase the Improvements fees. Fees for automatically be extended for consecutive <br /> Improvements for a Baseline Component Contract Years on a year-to-year basis unless <br /> System/Custom Modification are due on the either party notifies the other in writing of its <br /> first day of the first month of the Contract Year intent not to extend this Agreement for any <br /> for that Baseline Component System/Custom particular Baseline Component System/Custom <br /> Modification. Modification at least six (6) months prior to the <br /> expiration of the then-current Contract Year. <br /> (b) Additional Costs. Customer will also <br /> reimburse SunGard Public Sector for actual 5. Disclaimer of Warranties. Customer <br /> travel and living expenses that SunGard agrees and understands that SUNGARD <br /> Public Sector incurs in providing Customer PUBLIC SECTOR MAKES NO WARRANTIES <br /> with Improvements under this Agreement, with WHATSOEVER, EXPRESSED OR IMPLIED, <br /> reimbursement to be on an as-incurred basis. WITH REGARD TO ANY IMPROVEMENTS <br /> Such travel and living expenses will be AND/OR ANY OTHER MATTER RELATING <br /> governed by SunGard Public Sector's TO THIS AGREEMENT, AND THAT <br /> Corporate Travel and Expense SUNGARD PUBLIC SECTOR EXPLICITLY <br /> Reimbursement Policy and will be invoiced on DISCLAIMS ALL WARRANTIES OF <br /> a monthly basis in arrears and due within thirty MERCHANTABILITY AND FITNESS FOR A <br /> (30) days from the date of invoice. PARTICULAR PURPOSE. FURTHER, <br /> (c) Taxes. Customer is responsible for SUNGARD PUBLIC SECTOR EXPRESSLY <br /> DOES NOT WARRANT THAT A COMPONENT <br /> paying all taxes (except for taxes based on <br /> SunGard Public Sector's net income or capital SYSTEM, ANY CUSTOM MODIFICATION OR <br /> stock) relating to this Agreement, the ANY IMPROVEMENTS WILL BE USABLE BY <br /> Improvements, any services provided or CUSTOMER IF THE COMPONENT SYSTEM <br /> payments made under this Agreement. OR CUSTOM MODIFICATION HAS BEEN <br /> Applicable tax amounts (if any) are NOT MOD!!FIED BY ANYONE OTHER THAN <br /> included in the fees set forth in this SUNGARD PUBLIC SECTOR, OR WILL BE <br /> Agreement. If Customer is exempt from the ERROR FREE, WILL OPERATE WITHOUT <br /> payment of any such taxes, Customer must INTERRUPTION OR WILL BE COMPATIBLE <br /> provide SunGard Public Sector with a valid tax WITH ANY HARDWARE OR SOFTWARE <br /> exemption certificate; otherwise, absent proof OTHER THAN THE EQUIPMENT. <br /> of Customer's direct payment of such tax <br /> amounts to the applicable taxing authority, 6. Termination. A party has the right to <br /> SunGard Public Sector will invoice Customer terminate this Agreement if the other party <br /> for and Customer will pay to SunGard Public breaches a material provision of this Agreement. <br /> Sector all such tax amounts. Either party has the right to terminate this <br /> Agreement at any time while an event or <br /> (d) Late Charges. Customer will pay condition giving rise to the right of termination <br /> each SunGard Public Sector invoice by no exists. To terminate this Agreement, the party <br /> later than thirty (30) days after receipt. Late seeking termination must give the other party <br /> payments are subject to a late charge equal to notice that describes the event or condition of <br /> the lesser of: (i) the prime lending rate termination in reasonable detail. From the date <br /> established from time to time by Citizens of its receipt of that notice, the other party will <br /> Bank, Philadelphia, Pennsylvania plus three have thirty (30) days to cure the breach to the <br /> percent (3%); or (ii) the highest rate permitted reasonable satisfaction of the party desiring <br /> by applicable law. termination. If the event or condition giving rise <br /> to the right of termination is not cured within that <br /> 4. Term. This Agreement will remain in full period, then the party seeking to terminate this <br /> force and effect throughout the initial Contract Agreement can effect such termination by <br /> Year. After the initial Contract Year, this providing the other party with a termination <br /> Agreement will renew for an additional notice that specifies the effective date of such <br /> Contact Year unless, at least three (3) months termination. Termination of this Agreement will <br /> prior to the expiration of the initial Contract be without prejudice to the terminating party's <br /> Page 4 of 9 <br /> SPS STANDALONE Maintenance 072415 4435-160022 Everett,WA Annual Maintenance Agreement <br />