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subject to S&S's then -prevailing policies, terms and Billable Fees related to pricing <br />and hourly rates. <br />12. Updates are defined as minor code updates to the Software, such as providing bug <br />fixes or minor modifications. All Updates of the Software will be made available <br />to CITY at no additional charge other than the payment of the Support and <br />Maintenance Fee. <br />13. S&S shall not be required to perform corrective maintenance as part of its Support <br />and Maintenance Services with respect to Software malfunctions caused by: <br />(a) CITY's modifications to the Software unless performed at the direction of <br />S&S; <br />(b) CITY's failure to use updates, enhancements or program error corrections; <br />(c) Failure to use the Software in accordance with this Support and Maintenance <br />Agreement or Master Renewal Agreement; or <br />(d) Actions beyond S&S' reasonable span of control with respect to CITY's <br />actions which alter the turnkey implementation environment, or cause <br />hardware or Third Party Software malfunctions. <br />14. All payments hereunder shall be in U.S. dollars and shall be net of any taxes, <br />tariffs or other governmental charges. S&S shall be responsible for paying all taxes, <br />fees, assessments and premiums of any kind payable on its employees and operations. <br />Any tax S&S may be required to collect or pay upon the sale, use or delivery of <br />the support and maintenance services described in this Support and Maintenance <br />Agreement shall be paid by CITY and such sums shall be due and payable to S&S <br />upon receipt of an invoice therefore. Any taxes levied in relation to the services <br />required for a Release shall be paid by CITY. The CITY shall be responsible for <br />the payment of any applicable duties and sales/consumption taxes. <br />15. The term of this Support and Maintenance Agreement shall be identical to the Term set <br />forth in the Master Renewal Agreement and shall be subject to its pro visions unless <br />terminated by either party upon giving to the other not less than one hundred and twenty <br />(120) days' notice in writing prior to the end of the initial annual maintenance and support <br />period or any subsequent annual maintenance and support period. CITY shall pay the then <br />prevailing Support and Maintenance Fee in advance for each annual period of the Support <br />and Maintenance Agreement, subject to CITY's payment practices as hereinabove set forth <br />in Section 5. <br />16. Where the notice of non -renewal has not been provided in accordance with these <br />terms, the CITY is obliged to pay the Support and Maintenance Fee for the then <br />iv <br />25D-317 <br />