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February 21, 2007 City of Sunny Isles Beach FL Quote #E2006-031 a Page 4 Terms and Conditions section below, The PTWin32v2 software as modified by the Modifications is referred to as the "Modified Software." Terms and Conditions: I. The "Cost" portion of the quotes set out above specifies the most that the work associated with that quote can cost you. Items identified as "Hourly" above are based on the rate of $150 per hour. For these items we will charge you only for the time we spend on your job. If we are able to complete the work more quickly than we estimate, we pass those savings on to you. If, on the other hand, the job takes us longer than we anticipate, we will not charge more than quoted. Items identified as "Fixed" above are not based on hourly rates and will be charged at the quoted price. 2. All Modifications and the Modified Software remain the sole property of Black Bear Systems, Inc. You will be granted a non-transferable license to use the Modificd Software, subject to and in accordance with the terms of our current standard software license agreement (except for Section 5, Limited Warranty, and Section ] I, Return Policy, which are not applicable to Modifications) ("Modified License Agreement"). A copy of that I Modified License Agreement, with Sections 5 and I] stricken, is attached to this quotation. You agree to abide by the terms and conditions of the Modified License Agreement in your use of the Modifications. 3. You agree that you will defend, indemnify and hold us harmless against any liabilities arising out of: (i) your use of the Modifications in any manner not authorized by us that allegedly violates, misappropriates or infringes the proprietary rights of any third party or (ii) any claim that any information that you have supplied to us violates any third party's rights or any laws or regulations. 4. We will ship the Modifications you authorize via regular mail or email, as you prefer. Your shipment will include a transmittal letter that describes the installation procedure and also outlines the operation of your program changes. It is important that you install and test the Modifications as soon as possible and contact us immediately with any problems or concerns you may have. All Modifications are non-refundable; however, we stand behind our work and will correct errors as they are found. Also, our technical support staff will be happy to help you integrate your new program changes into your operations. 5. You will be sent an invoice for the completed work when we ship thc Modifications to you. If a copy of our invoice needs to be sent to another staff member in your organization, please provide us with that information at the bottom of this letter. All invoices are due upon receipt and become overdue 30 days from the date of invoice. All amounts aged 30 days arc assessed 1.5% interest per month. 6. By signing this quotation, you acknowledge and agree that you will be bound by its terms and conditions, including the incorporation of the terms and conditions of the attached Modified License Agreement in accordance with Section 2 above, and represent and warrant that the individual signing this quotation letter has the authority to enter into this agreement on behalf of the customer. 7. This agreement and the Modified License Agreement supersede any prior version of a license agreement you have received from Black Bear Systems, and supersede any prior or contemporaneous purchase order, proposal, request for proposal or information, communication, advertising, or representation concerning the PTWin32v2 Software, Modifications, or Modified Software (except to the extent that any specific communication is specifically referenced as being incorporated into this quotation for the sole purpose of specifying the work to be performed). The terms and conditions contained in any subsequent purchase order shall not apply unless and until we sign such a purchase order and explicitly agree in writing that any such purchase order amends the terms of this quotation letter.