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period, and shall have the following obligations, which obligations shall survive <br />termination or expiration of the Agreement: <br />4.5.1. The City shall cease using the Software and Equipment in its possession, <br />custody or control and shall (a) immediately allow NG a reasonable <br />opportunity to remove such Equipment not to exceed sixty (60) days and <br />(b) immediately deliver to NG or irretrievably destroy, or cause to be so <br />delivered or destroyed, any and all copies of such Software in whatever <br />form and any written or other materials relating to such Software in the <br />City's possession, custody or control and within sixty (60) days deliver to <br />NG a certification thereof. <br />4.5.2. Unless directed by the City not to do so, NG shall continue to process all <br />images taken by the City before termination and provide all services <br />associated with processing in accordance with this Agreement, and shall be <br />entitled to reasonable fees specified in the Agreement as if the Agreement <br />were still in effect. <br />4.6. Notwithstanding anything to the contrary contained herein, or in the License or the <br />Lease, but except as provided in Section 21, the License and the Lease shall <br />terminate upon the termination or expiration of this Agreement. <br />5. FEES AND PAYMENT <br />The City agrees to pay NG a monthly fee as follows (the "Monthly Fees"): <br />5.1. Monthly Fees (pro -rated for any partial month) as described in Exhibit D <br />(Compensation & Pricing) in arrears with respect to each approach at which a <br />System has been installed. Such payment shall commence on the first business day <br />of the month following Commencement of Operations of each System and shall <br />continue on the first business day of each month for the Term or until this <br />Agreement is sooner terminated or such payment is modified in accordance with <br />Section 3.2. For purposes of this Agreement, "Commencement of Operations" <br />shall mean the first full day that the System captures events for processing and <br />issuance of notices of violation. <br />5.2. The City, being a Municipal Corporation, shall pay sales tax in accordance with <br />WAC 458-20-189. Accordingly, NG shall add sales tax to the invoices provided to <br />the City in compliance with Washington State Law. <br />5.3. In the event that the United States Postal Service increases applicable First Class <br />Mail and/or Certified Mail postage, NG may invoice the City for the increased <br />postage actually paid by NG in connection with this Agreement. For example, if <br />{KZS2229149.DOCX;1/13175.000001/ } <br />8 <br />