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Except as expressly provided for in the paragraph below, so long as Customer has paid <br /> Superion in full for all license fees under this Agreement, Superion shall not revoke the <br /> licenses granted to Customer under this Agreement upon termination or expiration (each <br /> a "Continuing License") , and notwithstanding any termination or expiration of this <br /> Agreement pursuant to which such Continuing Licenses were granted , the terms, <br /> conditions and limitations of this Agreement will be deemed to continue in full force and <br /> effect with regard to each such Continuing License . <br /> Notwithstanding the paragraph immediately above , in each instance, Customer's license <br /> to use the Superion TRAKiT applications referenced in Section 1 of Exhibit "A" (the <br /> "Solution") may be terminated by Superion ("License Termination") by providing at least <br /> thirty (30) days written n Dtice of such termination to City as otherwise provided for in this <br /> Agreement, in the case cif a failure by Customer to comply in any material respect with its <br /> obligations under Sectici 5 5 (Use Restrictions) of the Superion Standard Terms (SST) <br /> of Exhibit A, or Section 5 1 ( "Confidentiality) (with respect to the disclosure of the Software <br /> and Documentation only) of the SST. In the event of such termination , Customer will <br /> promptly return to Superion or, at Superion's request, will destroy all copies of the Solution <br /> and will certify to Superion in writing , over the signature of a duly authorized <br /> representative of Customer, that it , as done so . <br /> 4. Schedule . Superion will endeavor to adhere to the schedule set forth in Exhibit <br /> "A" , provided , that Customer in its ciscretion may grant reasonable extensions of time for <br /> the perform ince of such services occasioned by unusually lengthy governmental reviews <br /> of Superion 's work product or other unavoidable delays occasioned by circumsl.ances; <br /> provided , fl ether; that such unavoidable delay will not include strikes , lockout we k <br /> stoppages, 3r ot' el labor disturbances conducted by, or on behalf of, Superion's .ffice ,s <br /> or employees. <br /> Superion acknowledges the importance to Customer of Customer's project schedule ano <br /> agrees to use commercially reasonable professional efforts to meet the schedule. <br /> Customer understands that Superion's performance must be governed by sound <br /> practices. <br /> 5 . Time is of the Essence . Time is of the essence for each and every provision of <br /> this Agreement. <br /> 6 . Compensation . Customer shall pay to Superion an amount not to exceed $ 20, 000 <br /> for the completion of all the work and services described herein , which sum shall include <br /> all costs or expenses incurred by Superion , payable as set forth in Exhibit A, attached <br /> hereto and made a part hereof by reference. <br /> 6 . 1 A Superion invoice will be submitted to Customer which shall include the <br /> following : a clear, detailed invoice reflecting work being billed for, a summary sheet <br /> showing hourly rates, hours worked , and any/all backup docurrentation (which will only <br /> be a copy of the schedule from the contract), and receipts for expenses. . <br /> ATTY/AGR/2017.226/SPS PROFESSIONAL SERVICES AGREEMENT <br /> REV: 09-27-17 PR <br /> Page 2 of 13 <br />