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5. Warranty <br /> a)Trapeze warrants each application of the Trapeze Back Office Software and the Trapeze On Vehicle Software(as <br /> listed in Exhibit A to this Agreement)to operate in all material respects as specified in the System Specifications for <br /> a period of one (1) year from the date that such application of the Trapeze Back Office Software is first put into <br /> operational and functional use. <br /> b) Trapeze warrants the Equipment to operate in all material respects as specified in the System Specifications for a <br /> period of one(1)year from the date that the Trapeze Equipment has been delivered to the Customer's site. <br /> c) The sole remedy of Customer for any breach of the above warranties will be to require Trapeze to cure at its own <br /> expense,any defects in the Trapeze Software and the Trapeze Equipment that are brought to Trapeze's attention by <br /> Customer. <br /> d) The parties agree that the above warranty shall not apply to include any Third Party Equipment. Such <br /> Third Party Equipment will be provided by Trapeze with any available manufacturer's warranty only and <br /> any corrective or remedial services with respect to such items shall be the exclusive responsibility of the <br /> Customer. The parties further agree that the above warranty does not include coverage for errors,defects or <br /> performance issues in the System caused by the actions of the Customer,its employees,contractors or vehicle <br /> riders. This warranty is in lieu of all other warranties, conditions or other terms, express or implied, <br /> concerning the System. It explicitly excludes any other warranty, condition or other term which might be <br /> implied or incorporated into this Agreement, whether by statute, regulation, common law, equity or <br /> otherwise,including without limitation any implied warranties or conditions of quiet usage, merchantability, <br /> merchantable quality, fitness for a particular purpose, or from the course of dealing or usage of trade as <br /> allowed by law.In particular,except as provided in Sections 5,7,9,or 11 of this Agreement,Trapeze does not <br /> warrant that: (i) the System will meet all or any of Customer's particular requirements; (ii) that the <br /> operation of the System will operate error free or uninterrupted; or (iii) all programming errors in the <br /> System can be found in order to be corrected. <br /> 6. Payment Trapeze will invoice Customer for the Trapeze Software license fees and fees for the <br /> Equipment as set out in and according to the Summary of Pricing. Trapeze will invoice Customer monthly for the <br /> Services, in accordance with the Summary of Pricing. The total amounts due for the Services, as those fees are set <br /> out in the Summary of Pricing,are firm fixed amounts and will be invoiced on that basis. Trapeze will also invoice <br /> Customer monthly for related expenses that will be calculated based on actual expenses incurred. Expenses related <br /> to the Services are not to exceed those amounts set out in the Summary of Pricing. In the event that the operational <br /> parameters set out in Exhibit A of this Agreement are exceeded, Trapeze reserves the right to charge Customer its <br /> standard license fees and maintenance fees applicable to such additional levels of use. <br /> Subject to receipt of an accurate invoice, Customer will pay invoices within thirty (30) days of receipt. Overdue <br /> payments will bear interest at the annual rate of fifteen percent(15%)on the amount outstanding from the date when <br /> payment is due until the date payment in full is received by Trapeze. Customer will also be responsible for payment <br /> of all applicable taxes and other levies, including sales and use taxes,and this obligation will survive termination of <br /> this Agreement. If Customer has a tax exemption certificate, a copy of the certificate must be provided to Trapeze <br /> upon signing of this Agreement to avoid payment of the applicable tax to Trapeze. <br /> 7. Maintenance Services <br /> a) Trapeze Software: <br /> Commencing upon the expiry of the applicable warranty period, Trapeze agrees to provide the following <br /> maintenance and support services: <br /> City of Everett <br /> Everett,Washington Page 4 of 20 2009 <br /> Trapeze Proprietary and Confidential <br /> 17 <br />