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<br /> Licensor's secure Customer Support portal Website or by on-site
<br /> installation at the option of the Licensor. Customer shall provide Termination
<br /> installation, distribution, support and, or network access In the event of termination of the Software License Agreement
<br /> permissions,including remote access,to Customer's equipment as referred to above, Licensor's obligations under this Software
<br /> may be reasonably required to successfully install the changes; Support Agreement shall immediately end. Customer may
<br /> provided that Licensor shall provide Customer with instructions and terminate this Agreement, for any reason,upon 30 days written
<br /> other information necessary for Customer to effectuate such notice. Licensor may terminate this Agreement in the event of
<br /> installation. default by Customer under the terms of this Agreement and,or
<br /> the Software License Agreement,or in the event that Customer
<br /> Term does not make payments in a timely manner. Should this
<br /> For new installation customers,the term of this Agreement shall Agreement terminate for any reason prior to the end of a term,
<br /> commence upon conclusion of the"90 Day Support Plan"period as Customer shall forgo fees paid.
<br /> defined in Exhibit A attached. Customer may choose to extend and,
<br /> or renew software Support Plans offered in Exhibit A. A sixty(60) Taxes
<br /> day grace period is extended to Customers to re-enroll and make Customer shall, in addition to the other amounts payable under
<br /> payment to Licensor for the renewal of the Support Plan. Customers this Agreement,pay all sales and other taxes, national, state,or
<br /> who fail to renew their Support Plan within the 60 day grace period otherwise, however designated which are levied or imposed by
<br /> shall be charged a re-enrollment fee per eligible software product reason of the transaction. Without limiting the foregoing,
<br /> plus the cost of the Annual Support Plan prorated amount per month Customer shall promptly pay to Licensor an amount equal to any
<br /> for the elapsed time without coverage up to 3 years(36 months)as such items actually paid, or required to be collected or paid by
<br /> described in Exhibit B.The re-enrollment fee for each applicable Licensor.
<br /> software product shall be in addition to the fee for purchasing the
<br /> Support Plan for the following year. Licensor shall endeavor to General
<br /> notify Customer that a Support Plan is nearing the end of its term, Each party acknowledges that it has read this Agreement,
<br /> but it is the sole responsibility of the Customer to keep The Support understands it, and agrees to be bound by its terms and further
<br /> Agreement current and effect payment to Licensor to avoid any agrees that it is the complete and exclusive statement of the
<br /> possible re-enrollment fees. Agreement between the parties, which supersedes all prior
<br /> proposals, understandings and all other agreements oral and
<br /> Professional Services,Consulting and Travel Expenses written, between the parties relating to this Agreement. This
<br /> If the Customer requests work not covered by this Agreement, Agreement may not be modified or altered except by a written
<br /> Licensor's hourly rate for telephone support shall be fixed at$50 per instrument duly executed by both parties.
<br /> hour. On site consulting costs are charged at$1,500 per day plus
<br /> travel expenses with a 2 day minimum. Customer shall reimburse If any provision of this Agreement shall be held to be invalid,
<br /> Licensor for any documented out-of-pocket expenses actually illegal or unenforceable,the validity,legality and enforceability
<br /> incurred as may be necessary in connection with the duties of the remaining provisions shall in no way be affected or
<br /> performed under this Agreement by Licensor, including impaired thereby.
<br /> miscellaneous hardware items(cables,adaptors,etc.)and shipping.
<br /> Customer may not assign, without the prior written consent of
<br /> Adjustments to Terms and Conditions Licensor,its rights,duties or obligations under this Agreement to
<br /> The Licensor may,from time-to-time,make changes to its terms, any person or entity,in whole or in part.
<br /> policies,conditions,notification procedures,forms and methods
<br /> of communication via notices posted on its Customer Support The waiver or failure of either party to exercise in any respect any
<br /> Portal. Licensor shall immediately post notices and endeavor to right provided for herein shall not be deemed a waiver of any
<br /> notify Customer, in writing or via email, of any such changes; further right hereunder.
<br /> provided that any such changes shall not provide for service or
<br /> support at a lower level than that set forth herein; and further The terms and conditions of the Support Agreement apply to the
<br /> provided that any such change shall not require more effort from products and services in this Agreement.
<br /> Customer than that required under the current notification
<br /> procedure,forms or contact information in place at the time this
<br /> Agreement is entered into.
<br /> IN WITNESS WHEREOF,the parties ve executed this Agreement as of the date first above written by their duly
<br /> authorized officers or representat'
<br /> "Customer" "Licensor" CUES
<br /> By: By: /� ---1
<br /> Title: j�/a y c 2 Title: �v(Cty! (t�/1Dkeetio —
<br /> Date: �- fi 2/I Date: //29/20/ 9
<br /> ApPROVED AS TO ORM
<br /> 01/ 9 \ _�� 6/2_ CUES Software Support Agreement Terms,Conditions,and Fees
<br /> ATT
<br /> Page 2 of 6 ek
<br /> r)- Y.
<br /> —�I—L°� City Attorney :ii( � �7/
<br /> ity Clerk
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