Res 2017-127/Mobile license plate recognition software

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due and payable either in accordance with this Agreement or within thirty (30) days of Customer's receipt of NuPark's invoice, as applicable. Any amounts not paid in accordance with this Agreement or within thirty (30) calendar days of the date of Customer's receipt of NuPark's invoice, as applicable, shall bear interest at the rate of one and one-half percent (1.5%) per month from the due date or, if lower, the maximum rate permissible by law. All amounts payable to NuPark hereunder are payable in full in United States Dollars without deduction or set off and shall be in addition to all tax obligations of Customer. 4.10 Shipment and Delivery. NuPark will deliver the Third Party Products FOB shipping point for delivery to the installation site designated by Customer. Customer agrees to pay all reasonable delivery charges for the Third Party Products. Delivery schedules may not be canceled, postponed, or changed without NuPark's prior written consent. Unless otherwise expressly stated, shipments shall be separately invoiced and paid as billed without regard to subsequent deliveries. Failure to timely pay NuPark any monies due or owing NuPark shall excuse NuPark from making further deliveries. Title to and risk of loss in the Third Party Products shall pass to Customer upon delivery of the Third Party Products to the shipping point. 5. TERM AND TERMINATION. 5.1 Term, This Agreement and the licenses granted under this Agreement become effective as of the Effective Date and, unless sooner tenninated pursuant to Section 5.2 below, this Agreement shall continue in effect for a period of thirty-sixty (36) months from the Effective Date (the "Term"). Upon expiration of the Term, this Agreement shall automatically renew for additional successive thirty-sixty (36) month terms (the "Renewal Term(s)") from the expiration date of the Term or the prior Renewal Term on the terns and conditions set forth in this Agreement, subject to adjustment of the License Fees in accordance with NuPark's then-current rates unless either party notifies the other in writing not less than ninety (90) calendar days prior to the expiration date of the Tenn or any Renewal Term of its intent not to renew this Agreement. 5.2. Termination. The following termination rights are in addition to any termination rights provided elsewhere in this Agreement and are without prejudice to any other right or remedy available to NuPark or Customer at law or in equity: 5.2.1 Nonpayment. Notwithstanding any other provision herein, NuPark may tenninate this Agreement and all licenses granted hereunder upon notice to Customer in the event that Customer fails to make full payment when due of any amount required to be paid by Customer under this Agreement within ten (10) calendar days of NuPark's written notice of such failure to pay. 5.2.2 Other Material Breach. In addition to any other rights of termination set forth herein, this Agreement may be terminated by either party upon thirty (30) calendar days' prior written notice to the other party in the event of a breach of a material provision of this Agreement, provided that during the thirty (30) day period, the breaching party fails to cure such breach. 5.2.3 Termination for Bankruptcy. NuPark and Customer will each have the right, at its option, to terminate this Agreement by prior written notice to the other party in the event of the other party's: (a) assignment for the benefit of creditors; (b) admitted insolvency; (c) dissolution or loss of charter; (d) being adjudged bankrupt or insolvent by a court of competent jurisdiction; (e) having an appointment of a trustee or receiver of its assets or any substantial part thereof, (f) filing of a voluntary petition under any bankruptcy or other similar law providing for its reorganization, dissolution or liquidation; or (g) consent to the appointment of a receiver or a trustee for itself or its assets or any substantial part thereof. 5.2.4 Termination for Convenience. The City of San Marcos may terminate this Agreement at any time upon 30 days' prior written notice to NuPark. In such event, the City's sole obligation and liability to NuPark shall be to pay any remaining balances on hardware purchased under this Agreement and a prorated amount of any unpaid fees specified in Exhibit A based on use of the System up to the date of termination. In the event of tennination under this Section, NuPark will not be entitled to receive any further payments. 5.3 Monies Non-Refundable. Notwithstanding the provisions of Sections 5.1 and 5.2, in the event of the cancellation, completion, expiration or termination of this Agreement, all monies paid or due or owing to