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System and each Custom Modification Improvements, any services provided or payments <br /> identified in Exhibit 1. made under this Agreement. Applicable tax amounts <br /> (if any) are NOT included in the fees set forth in this <br /> (b) Limitations. All Improvements will be Agreement. If Customer is exempt from the payment <br /> part of the applicable Baseline Component of any such taxes, Customer must provide SunGard <br /> System/Custom Modification, and will be Public Sector with a valid tax exemption certificate; <br /> subject to all of the terms and conditions of otherwise, absent proof of Customer's direct payment <br /> the License Agreement and this Agreement. of such tax amounts to the applicable taxing authority, <br /> SunGard Public Sector's obligation to provide SunGard Public Sector will invoice Customer for and <br /> Customer with Improvements for Baseline Customer will pay to SunGard Public Sector all such <br /> Component Systems owned by parties other tax amounts. <br /> than SunGard Public Sector is limited to <br /> providing Customer with the Improvements (d) Late Charges. Customer will pay each <br /> that the applicable third party owner provides SunGard Public Sector invoice by no later than thirty <br /> to SunGard Public Sector for that Baseline (30) days after receipt. Late payments are subject to a <br /> Component System. Customer must provide late charge equal to the lesser of: (i)the prime lending <br /> SunGard Public Sector with such facilities, rate established from time to time by Citizens Bank, <br /> equipment and support as are reasonably Philadelphia, Pennsylvania plus three percent (3%); or <br /> necessary for SunGard Public Sector to (ii) the highest rate permitted by applicable law. <br /> perform its obligations under this Agreement, <br /> including remote access to the Equipment. 5. Term. This Agreement will remain in full force <br /> and effect throughout the initial Contract Year. After <br /> 4. Payment and Taxes. the initial Contract Year, this Agreement will renew for <br /> an additional Contract Year unless, at least six (6) <br /> (a) Maintenance Fees. For the months prior to the expiration of the initial Contract <br /> Improvements, Customer will pay SunGard Year, Customer notifies SunGard Public Sector in <br /> Public Sector the amount provided for in writing of Customer's intent not to renew the <br /> Exhibit 1 as the"Payment Amount"for the first Agreement for the second Contract Year. After the <br /> Contract Year. For each Contract Year second Contract Year, this Agreement will <br /> subsequent to the initial Contract Year, automatically be extended for consecutive Contract <br /> SunGard Public Sector reserves the right to Years on a year-to-year basis unless either party <br /> increase the Improvements fees. Fees for notifies the other in writing of its intent not to extend <br /> Improvements for a Baseline Component this Agreement for any particular Baseline Component <br /> System/Custom Modification are due on the System/Custom Modification at least six (6) months <br /> first day of the first month of the Contract Year prior to the expiration of the then-current Contract <br /> for that Baseline Component System/Custom Year. <br /> Modification. <br /> 6. Disclaimer of Warranties. Customer agrees and <br /> (b) Additional Costs. Customer will also understands that SUNGARD PUBLIC SECTOR <br /> reimburse SunGard Public Sector for actual MAKES NO WARRANTIES WHATSOEVER, <br /> travel and living expenses that SunGard EXPRESSED OR IMPLIED, WITH REGARD TO ANY <br /> Public Sector incurs in providing Customer IMPROVEMENTS ANDIOR ANY OTHER MATTER <br /> with Improvements under this Agreement, with RELATING TO THIS AGREEMENT, AND THAT <br /> reimbursement to be on an as-incurred basis. SUNGARD PUBLIC SECTOR EXPLICITLY <br /> Such travel and living expenses will be DISCLAIMS ALL WARRANTIES OF <br /> governed by SunGard Public Sector's MERCHANTABILITY AND FITNESS FOR A <br /> Corporate Travel and Expense PARTICULAR PURPOSE. FURTHER, SUNGARD <br /> Reimbursement Policy, will be invoiced on a PUBLIC SECTOR EXPRESSLY DOES NOT <br /> monthly basis in arrears and due within thirty WARRANT THAT A COMPONENT SYSTEM, ANY <br /> (30) days from the date of invoice. Customer CUSTOM MODIFICATION OR ANY <br /> will also reimburse SunGard Public Sector for IMPROVEMENTS WILL BE USABLE BY <br /> all charges incurred in connection with CUSTOMER IF THE COMPONENT SYSTEM OR <br /> accessing Equipment. CUSTOM MODIFICATION HAS BEEN MODIFIED <br /> (c) Taxes. Customer is responsible for BY ANYONE OTHER THAN SUNGARD PUBLIC <br /> paying all taxes (except for taxes based on SECTOR, OR WILL BE ERROR FREE, WILL <br /> SunGard Public Sector's net income or capital OPERATE WITHOUT INTERRUPTION OR WILL BE <br /> stock) relating to this Agreement, the COMPATIBLE WITH ANY HARDWARE OR <br /> Page 3 of 7 <br /> SPS Maintenance 7/1/2010 <br />