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10.2 [Vendor] does not warrant or represent that the Software or documentation is completely <br /> free of errors, that it will always operate without any interruptions,or that it is compatible with <br /> all conceivable hardware and software configurations. [Vendor] will warrant compatibility with <br /> existing City of Everett Technology Standards and LAN/WAN environment as defined in the <br /> RFP. <br /> 10.3 [Vendor]represents and warrants that(i) [Vendor] has the power and authority to enter <br /> into and perform this Agreement, (ii)this Agreement,when executed and delivered, shall be a <br /> valid and binding obligation of[Vendor] enforceable in accordance with its terms,and(iii) <br /> [Vendor] shall,at all times during the term of this Agreement,be qualified,professionally <br /> competent, and duly,licensed to perform the Work. <br /> 10.4 [Vendor]represents and warrants that it is the sole owner or licensee(with the right to <br /> sublicense) of the Software it furnishes and installs pursuant to this Agreement and that no <br /> license other than that granted by this Agreement is necessary for the City to possess or use any <br /> of the Software lawfully. <br /> 10.5 [Vendor] represents and warrants: (1)that all Software shall be prepared by it in a <br /> workmanlike manner and in accordance with the highest professional standards; (2) that all <br /> Software will function on the machines and with operating systems for which they are to be <br /> installed under this Agreement; (3)that all Software will conform to the specifications and <br /> functions set forth in the documentation; (4)that the maximum number of records that can be <br /> maintained or processed by the Software provided hereunder shall be the same maximum <br /> number of records per file allowed by the underlying database software; and(4)that[Vendor] <br /> will perform all work in compliance with applicable law. <br /> 11 SOFTWARE SUPPORT AND MAINTENANCE <br /> 11.1 Term <br /> Software support and maintenance shall be provided as defined in Support Service Agreement in <br /> Exhibit E. For one year from the date all Software provided hereunder and work pursuant to this <br /> Agreement is accepted by City, [Vendor] shall provide technical support and software updates at <br /> no charge. "Software updates"includes,but is not limited to,the release, issuance or shipping of <br /> an updated,modified, enhanced or changed release or version of any of the Software. <br /> 11.2 Notice of New Releases or Enhancements <br /> [Vendor] shall notify City of the availability of any new releases or enhancements of the <br /> Software. Notices to the City shall be sent to the notices address referenced in this contract. <br /> 12 TERMINATION <br /> 12.1 Breach <br /> If either party shall fail to fulfill one or more of its material obligations under this Agreement,the <br /> other party may,upon its election and in addition to any other remedies that it may have, at any <br /> time terminate all the rights granted by it hereunder by not less than one(1)month's written <br /> City of EverettlGtechna Software Agreement <br /> Page 6 7/25/2018 <br />