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FIRST ADDENDUM EXHIBIT A To Agreement between Colossus , Incorporated , d / b/a InterAct Public Safety Systems and Indian River County , Florida reference herein and made a part hereof. A copy of the Equipment Maintenance Guide applicable as of the Effective Date is attached hereto as Exhibit B - 1 . c. No Additional Maintenance . InterAct will have no obligation to provide any maintenance or support services beyond such Software Maintenance and Equipment Maintenance as Customer may be entitled to receive by virtue of having paid the associated fees unless such maintenance or support services are expressly set forth in an Order Form or Statement of Work . d . Maintenance Lapse . Customer shall not be eligible to receive Software Maintenance or Equipment Maintenance unless Customer has received such maintenance continuously from the Effective Date or Customer first pays to InterAct such fees as would have been paid to InterAct by Customer- for any period in which Customer did not elect to receive such maintenance . If this Agreement terminates or Customer discontinues Software and/or Equipment Maintenance for any reason , and then subsequently desires ( with InterAct 's permission ) to purchase or reactivate Software and/ or Equipment Maintenance in the future , such repurchase or reactivation will be at the prevailing charges at the time of repurchase or reactivation . However, in the event that the Software and/ or Equipment has been updated or replaced by InterAct in the interim period , InterAct will have to install the new/ updated Software and/or Equipment for which the Customer could incur an installation charge and a Software license and/ or Equipment charge . 6 . Fees . a . Payment Terms . Customer will pay without deduction or set - off : ( i ) the fees set forth on the Order Form for each InterAct Offering purchased or licensed by Customer and services ordered under any Statement of Work ; and ( ii ) all out- of- pocket expenses incurred in performing any services for Customer in accordance with InterAct's then - applicable expense policies . Customer shall pay such amounts in accordance with the payment schedule attached as Exhibit C , which is incorporated herein and made a part hereof. All payments are due within 30 days of the invoice date . Late payments will incur a charge of 1 . 0 % per month , not to exceed the maximum amount allowed by law . Customer shall pay any and all applicable federal , state and local sales , use , value added , excise , duty and any other taxes of any nature ( except any taxes based on InterAct 's net income ) assessed on the InterAct Offerings . b . Annual Maintenance Fees . Customer shall pay without deduction or set - off annual Software Maintenance Fee ( s ) and annual Equipment Maintenance Fee ( s ) , collectively referred to herein as " Annual Maintenance Fee ( s ) " as set forth on the Order form for each InterAct Offering purchased or licensed by Customer . InterAct reserves the right to increase Customer's Annual Maintenance Fees on the anniversary of Customer's Software and/or Equipment Maintenance renewal , and hereby guarantees that Annual Maintenance Fees will not increase on an annual basis greater than the CPI - W or 3 . 5 % , whichever is higher . All payments are due within 30 days of the invoice date . Late payments will incur a charge of 1 . 0 % per month , not to exceed the maximum amount allowed by law . Customer shall pay any and all applicable federal , state and local sales , use , value added , excise , duty and any other taxes of any nature ( except any taxes based on InterAct 's net income ) assessed on Customer's Annual Maintenance Fees . In addition , should Customer cancel Software and/ or Equipment Maintenance after the start of the new Software and/ or Equipment Maintenance Period , Customer is hereby required to pay InterAct a pro rata portion of the Annual Maintenance Fee due from the date of renewal through the date of cancellation . If Customer fails to pay such invoice within thirty ( 30 ) days , or the support and maintenance agreement lapses for any other reason , a reinstatement fee may be charged in addition to the annual support and maintenance fee . c . Exclusions . The System Charge does not include , and Customer agrees to pay , any additional sums for : ( i ) Equipment, Software , Third Party Software and services not included as part of the System Charge and requested by Customer ( including software changes or reconfiguration ) . ( ii ) Services required by or incurred due to : ( 1 ) incomplete site preparation , in accordance with an agreed - upon schedule ; or ( 2 ) any Third Party Software not furnished with the System that either fails to interface or integrate with the System or materially impairs the System ' s operation . ( iii ) All of InterAct 's direct , out- of- pocket travel and associated living expenses . ( iv ) Charges for shipping , freight , insurance , loading , unloading and storage associated with the delivery , installation and repair of the System . 7 . Confidentiality . Any nonpublic information disclosed by a party (" Disclosing Party " ) to the other party (" Receiving Party ") that is designated as being confidential at the time of disclosure or that , under the circumstances surrounding disclosure or given the nature of such information , a reasonable person should know is expected by the Disclosing Party to be treated with confidence , shall be deemed " Confidential Information " hereunder. Customer acknowledges and agrees that InterAct Public Safety Systems 3 Master Purchase , License & Services Agreement v3 . 0 ( 2011 -05-06 ) FCFM -0011 - 1