Opening of Proposals - Utility Billing System - Systems & Software, Inc. - Part 2

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deliver the Information System in accordance with the schedule set forth in the SOW. Customer shall fulfill its obligations set forth in the SOW in a timely manner, ensure compliance with the specified Site Preparation, and otherwise provide and make available to S&S such resources necessary for S&S to successfully implement the Information System. AUTHORIZATION TO PROCEED; IMPLEMENTATION PROCESS A. Authorization to Proceed. S&S shall, upon the Effective Date, commence with the procurement and implementation of the Information System. Customer's execution of this Agreement constitutes Customer's agreement to the terms herein and authorization for S&S to commence with the implementation of the Information System. B. Implementation Process. Each party shall comply with its respective obligations in connection with the implementation process and as such are further described in Exhibit 4 (SOW). FEES AND PAYMENT SCHEDULE A. Fees. Customer's financial obligation to S&S for the Delivery of the Information System and related services (as such services are expressly set forth herein) is set forth in Exhibit I(Budget Detail/Notes). Each payment shall be payable by Customer to S&S upon the completion of project payment milestones as provided in Exhibit 2 (Payment Schedule). S&S shall be entitled to invoice Customer immediately upon, as applicable, Delivery and/or Milestone Acceptance. Upon execution of this Agreement, Customer shall also remit to S&S an initial deposit in the amount specified in Exhibit 2 (Payment Schedule) as Payment Number 1. B. Invoices. All invoices submitted under this Agreement shall be due and payable within thirty (30) days of the date of the invoice. All amounts listed in this Agreement are in U.S. Dollars and shall be paid in U.S. Dollars. Any amount payable pursuant to this Agreement and not paid within thirty (30) days after the relevant payment date for said amount shall be delinquent and shall bear interest at the rate of one and one half percent (I %2%) (or, if less, the maximum legal rate) for each month or portion thereof it is delinquent. Customer shall pay all such interest, as well as all costs and reasonable attorneys' fees incurred by S&S in the collection of such delinquent sums. C. Project Delays. If delays in the Project SOW occur on account of Customer's failure to timely complete its responsibilities as set forth in the SOW, or as otherwise agreed by the parties, S&S shall have the right to issue an invoice and collect respective payments at the time S&S has fulfilled its Delivery and/or Milestone Acceptance requirements (with the exception of any requirements that S&S is unable to fulfill on account of Customer's failures), including the final payment related to the final Milestone Acceptance. In the event the Information System becomes available for use in a production environment but Customer decides to delay implementation of the Information System, such delayed implementation shall not affect S&S' right to receive payment in accordance with the payment schedule set forth in this Agreement. D. Additional Items, In the event S&S provides Customer with additional hardware, software and/or related services not specified in this Agreement, S&S shall be entitled to invoice Customer for such items pursuant to S&S' standard fees for such items or other mutually agreed upon amounts, and such invoiced amounts shall be due and payable in accordance with the terms set forth in this Section 4. All Additional Items and other changes to project scope shall be subject to Change Order. Systems & Software, Inc. Confidential