Res 2017-127/Mobile license plate recognition software

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I f. 4.1 License Fees. In consideration for the licenses granted to Customer under this Agreement, Customer shall pay to NuPark the annual license fees for the NuPark System as set forth in the Initial Solution Pricing and any Subsequent Solution Pricing (collectively, the "License Fees"). The License Fees include fees for the Maintenance Services and NuPark's standard installation and standard training services for the NuPark System. License Fees for the first year of the Term are due and payable upon execution of this Agreement. 4.2 Annual License Fees. After the first year of the Term, the annual License Fees shall be calculated each year thereafter during the Term and any Renewal Term according to the applicable License Fees set forth in the Initial Solution Pricing and any Subsequent Solution Pricing. After the first year of the Tenn, the annual License Fees shall be due and payable in advance in full every year on the anniversary of the Effective Date during the Term and any Renewal Term. 4.3 Subsequent License Fees. License Fees for any Licensed Software or Licensed Hardware licensed after the Effective Date shall be set forth in the applicable Subsequent Solution Pricing and will be invoiced by NuPark as set forth therein. Thereafter, such License Fees shall be calculated and shall be due and payable in accordance with Section 4.2. 4.4 Hosting Services Fees. Customer shall pay to NuPark the fees related to any Hosting Services as set forth in the Initial Solution Pricing and any Subsequent Solution Pricing (collectively, the "Hosting Services Fees"). The Hosting Services Fees for the first year of the Term shall be due and payable in advance in full on the Effective Date. Thereafter, such Hosting Services Fees shall be calculated and shall be due and payable in the same manner as the License Fees under Section 4.2 and Section 4.3. 4.5 Professional Services Fees. Customer shall pay to NuPark the fees related to any Professional Services as set forth in the Initial Solution Pricing and any Subsequent Solution Pricing (collectively, the "Professional Services Fees"), The initial Professional Services Fees are set forth in the Initial Solution Pricing and are due and payable upon execution of this Agreement. Thereafter, any Professional Services Fees shall be due and payable in accordance with Section 4.9. Customer agrees to pay NuPark for any requested Professional Services not specifically described in the Initial Solution Pricing or any Subsequent Solution Pricing on a time and materials basis calculated using NuPark's rates in effect at the time NuPark agrees to perform such Professional Services plus any Incurred Expenses (defined below). 4.6 Third Party Products Fees. Customer shall pay to NuPark all fees related to Third Party Products supplied to Customer under this Agreement, including, without limitation, all such fees set forth in the Initial Solution Pricing or any Subsequent Solution Pricing (collectively, the "Third Party Product Fees"), Any fees for Third Party Products provided through NuPark are subject to change without prior notice based on the fee that NuPark is charged by such vendors for such products. 4.7 Incurred Expenses. Expenses (a) specifically set forth in the Initial Solution Pricing or any Subsequent Solution Pricing or (b) otherwise reasonably incurred by or on behalf of NuPark or its personnel in performing NuPark's obligations under this Agreement (collectively, the "Incurred Expenses") shall be due and payable as set forth in the Initial Solution Pricing or any Subsequent Solution Pricing or otherwise within thirty (30) days of Customer's receipt of NuPark's invoice for any such Incurred Expenses. 4.8 Taxes. Customer agrees to pay all taxes levied by a duly constituted taxing authority against or upon the products and services provided pursuant to this Agreement, or arising out of this Agreement (excluding, however, taxes based on NuPark's income) regardless of whether such taxes become due or payable at the time of delivery or use of the NuParlc System or subsequent thereto. Customer agrees to pay any tax for which it is responsible hereunder which may be levied on or assessed against Customer directly, and, if any such tax is paid by NuParlc, to reimburse NuPark therefor, upon receipt of proof of payment by NuPark. Customer agrees to indemnify, defend, and hold NuPark harmless with respect to all taxes or duties which any federal, state, or local taxing authority requires NuPark to pay on behalf of Customer. 4.9 Payment; Late Fees. All License Fees, Hosting Services Fees, Professional Services Fees, Third Party Product Fees, Incurred Expenses, and any other undisputed payments due to NuPark hereunder including, without limitation, all payments due to NuPark for any additional services or products requested by Customer are