10-24-11 Regular Meeting of La Porte City Council

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shall not remove any trademark, copyright, or other proprietaiv or restrictive notices contained on any Hart user documentation, operator's manuals, and environmental specifications, and all copies will contain such notices as are on the original electronic media. 1.6 Support Support will be provided as set forth in the HVS License Agreement. 2. Charges; Payments: 2.1 Total Purchase Price The Total Purchase Price is set forth in Schedule A and includes the purchase price for the Hardware, the Initial Annual Fee under the HVS License Agreement, state and local taxes (if applicable), and deliveiv and installation charges. 2.2 Pavments Client shall pay Hart the Purchase Price according to the following schedule: 1. Hart Hardware and Extended Hardware Warranty (if any) as per Schedule A — Billed Upon Shipment. 2. 3r Party Hardware, HVS Software and I" Year License /Support Fees (if any) - Billed Upon Shipment. 3. Professional Services — Billed Upon one or more of the following: first Election in which the Professional Services are used; receipt of Final Services Acceptance or the end of the first calendar year after receipt of Hart or 3r Party Hardware or Software (but not later than sixty (60) days after the date of the Client's first election in which any portion of the Equipment and Software are used). All payments are to be made to Hart at its principal office in Austin, Texas, as set forth on the Signature Page or to such other location as may be designated by Hart in a notice to Client. 2.3 Late Charges If the Total Purchase Price is not paid in full within thirty (30) days after deliveiv of the Hardware and Software, Hart may charge Client interest on the unpaid balance until paid, at the lesser of (a) 1% per month or (b) the maximum rate allowed by law. 2.4 Additional Charges Additional charges may apply to services rendered outside contracted hours or beyond normal coverage at Client's request, e.g., travel expenses, and premium and minimum charges. There will be an additional charge at Hart's current technician's rate per hour for any technical work required as a result of other than Hart- recommended equipment purchased by the Client for use with the HVS. Any other additional charges must be mutually agreed to by Hart and Client and documented in an amendment to this Agreement. 2.5 Payment Disputes If any dispute exists between the parties concerning the amount due or due date of any payment, Client shall promptly pay the undisputed portion. Such payment will not constitute a waiver by Client or Hart of any of their respective legal rights and remedies against each other. 2.6 Taxes If Client is tax - exempt, Client will provide Hart with proof of its tax- exempt status. If Client is not tax- exempt, (a) Client will pay any tax Hart becomes obligated to pay in connection with this Agreement, exclusive of taxes based on the net income of Hart and (b) Client will pay all personal property and similar taxes assessed after shipment. If Client challenges the applicability of any such tax, Client shall pay the tax and may thereafter seek a refund. 2.7 Suspension of Performance If any payment due to Hart under this Agreement is past due more than thirty (30) days, Hart may suspend performance under this Agreement until all amounts due are current. Page 3 of 15 HVS Agreement — Revised 09 -2011