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8. SOFTWARE UPDATES AND FIXES CITY agrees that all Software Updates and Fixes fumished to CITl' shall be deemed to be part of such Lic�nsed Materials subject to the terms and conditions of the product agreement for such Licensed Materials and shall only be used on the Products listed in Appendix A. 9, PRICES,INVOICES,AND PAYMENTS The annual charge for the Products listed in Appendix A, Service Coverage Option and Tier Support selected by CIT1' as set forth in Appendix B, is set forth in Appendix D. The annual charge will be invoiced sixty (60) days prior to commencement of Maintenance and Support Services and shall be payable within thirty (30) days of the date of the invoice. Annual charges are subject to change for any renewal term. If the CITY elects not to renew such Services the CITY shall notify in writing LUCENT within thirty(30)days after the date of the invoice. If the CITY requests Special Services the charges for Special Services will be invoiced as soon as practicable after the Special Services are provided. If CITY requests Services that are excluded, or are determined to be excluded after such Services are provided,in accordance with Section 5 of this Agreement,then LUCENT shall invoice CITY for such Services as soon as practicable and payment shall be due within thirty (30) days after the date of the invoice. All prices for Service do not include the cost of return calls made outside of the United States. All such amounts wili be added to CITY's invoice. Payments provided for in this Agreement shall, when overdue, be subject to a late payment charge calculated at a rate of one and one-half percent (1.5%) per month until paid; provided, however, that if the amount of such late payment charge exceeds the maximum permitted by law for such charge, such charge shall be reduced to such maxunum amount. The above prices and charges shall be fum for forty-five (45) days after the date that this document is submitted to CITY for execution. If LUCENT does not receive a copy of this Agreement e�+ecuted by CITY within such time, all prices are subject thereafter to adjustment by LUCENT. 10. ADDITIONAL CPUS I If CITY becomes authorized under the terms of a Product Agreement to use Software on additional CPU(s) and CITY desires to include such additional CPU(s) under this Agreement, LUCENT and CITY shall execute an amended Appendix A which shall set forth a description of such new CPU(s) and the additional price for Services. For purposes of this Agreement,the term"CPU" shall include both the original CPUs and the new CPUs. 11. ADDITIONAL PRODUCTS If CITY obtains additional Products and desires to include such additional Products for services hereunder, CITY and LUCENT shall execute an amended Appendix A which shall set forth a description of such new Products, coverage option selected,and the additional price for Services. 12. WAI2RANTY LUCENT warrants to CITY that Services hereunder will be performed in a professional manner and in accordance with good usage and accepted practices as established in the community in which such Services are performed. If such Services prove to be not so performed, and if CITY notifies LUCENT within a foriy five (45) day period commencing on the date of completion of the Service, LUCENT will, at its option, either correct any defects and deficiencies for which it is responsible or render a full or prorated refund or credit based on the original charge for the Service. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITI�ESS FOR A PARTICULAR PURPOSE.LUCENT'S SOLE AND EXCLUSIVE REMEDY SHALL BE 4 "