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Ç'511 r. DYNlX wanants that it shall comply with all applicable federal, state, and local laws pertaining to this Agreement. -'.. G. DYNIX warrants that the Equipment, the operating system software, and DYNIX Software together form a fully integrated and compatible computer system, and are merchantable and fit for the purpose of automating THE CITY's library operations. H. DYNIX warrants that all sèrvices perfonned under this Agreement will be perfonned in a workmanlike manner by persons having specialized skill and knowledge as to the services being performed. £. DYNIX warrants that DYNIX has the right to license the Software and to sell the Equipment which is described in Riders Band C of this Agreement. . J. DYNIX warrants that THE CITY shall acquire good and clear title to the Equipment purchased hereunder, free and clear of all liens and encumbrances. K. DYNIX warrants that it is an authorized distributor for the sublicensed software and that with the èx~ution of the Sublicense Agreement. in Rider M. THE CITY will have the right to use the sublicense:d software n<::èded for the: °pèration of thè System. L. DYNIX warrants that THE CITY shall have quiet enjoyment of thè Software. and that no change in the organization, structure or ownership of DYNIX shall in any way interfere with or diminish THE CITY's use, possèssion and enjoyment of the Software. 10. PAYMENT SCHEDULE A. Payment is due upon invoice for successful completion of contract milestones and acceptance tests. Payment is calculated as a percentage of the total of the system price as listed in Rider E except as noted in paragraph C below. Payment ~rcentages and corresponding milèstones are detailed in Rider F. B. !nvoice:s shall he submitted to TH E CITY at the address contained in paragraph 26 of this Agreement. C. In the event that DYNIX, per written instructions from THE CITY that the sites are ready tòr installation, delivers Equipment to the site(s) and due to delays by THE CITY or its agents the installation may not proceed within fourteen (14) days of the date specified in 5.A.(I), the following amount shall be due and payable to DYNIX: (I) the contract amount for such Equipment delivered; (2) shipping and transportation charges for same; and (3) any applicable taxes. DYNIX shall submit an invoice for the above amount along with a new payment schedule showing the immediate subsequent milestone payments reduced by the amount of the: invoice. II. TAXATION THE CITY represents that it is subj~t to taxation only as Sèt tòrth in Rider K. THE CITY agrees to indemnify DYNIX for all taxes which DYNIX may be required to pay which DYNIX would norroally be required to collect and pay which do not appear in Rider K or have not been paid by THE CITY, together with any legal fees, penalties, interest and/or other charges which may be incurred by DYNIX in relation to the assessment and payment of taxes not listed in Rider K. THE CITY OF SAN MARCOS - PAGE 6 January 17. 199~