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4.6. TAXES. Where required by state statute, ordinance or regulation, Redflex shall pay for <br />and maintain in current status all taxes that are necessary for contract performance. <br />Unless otherwise indicated, City /Customer agrees to pay any applicable taxes including <br />but not limited to use, property or sales taxes required at the municipal, county, state or <br />any other taxing authority level on all applicable consumer services and materials <br />purchased and /or leased. No charge by the City /Customer shall be made for federal <br />excise taxes and City /Customer agrees to fumish Redflex with an exemption certificate <br />where appropriate for any applicable sales and /or use taxes. <br />4.7. OTHER RIGHTS AND OBLIGATIONS. During the Term, in addition to all of the <br />other rights and obligations set forth in this Agreement, Redflex and the Customer shall <br />have the respective rights and obligations set forth on Exhibit E attached hereto. <br />4.8. CHANGE ORDERS. The Customer may from time to time request changes to the work <br />required to be performed or the addition of products or services to those required <br />pursuant to the terms of this Agreement by providing written notice thereof to.Redflex, <br />setting forth in reasonable detail the proposed changes (a "Change Order Notice "). <br />Upon Redflex's receipt of a Change Order Notice, Redflex shall deliver a written <br />statement describing the cost, if any (the "Change Order Proposal "). The Change Order <br />Proposal shall include (i) a detailed breakdown of the charge and schedule effects, (ii) a <br />description of any resulting changes to the specifications and obligations of the parties, <br />iii) a schedule for the delivery and other performance obligations, and (iv) any other <br />infomiation relating to the proposed changes reasonably requested by the Customer. <br />Following the Customer's receipt of the Change Order Proposal, the parties shall <br />negotiate in good faith and agree to a plan and schedule for implementation of the <br />proposed changes, the time, manner and amount of payment or price increases or <br />decreases, as the case may be, and any other matters relating to the proposed changes; <br />provided, however, in the event that any proposed change involves only the addition of <br />equipment or services to the existing Designated Intersection Approaches, or the <br />addition of Intersection Approaches to be covered by the terms of this Agreement, to the <br />maximum extent applicable, the pricing terms set forth in Exhibit D shall govern. Any <br />failure of the parties to reach agreement with respect to any of the foregoing as a result <br />of any proposed changes shall not be deemed to be a breach of this Agreement, and any <br />disagreement shall be resolved in accordance with Section 10. <br />5. LICENSE; RESERVATION OF RIGHTS. <br />5.1. License. Subject to the terms and conditions of this Agreement, Redflex hereby grants <br />the Customer, and the Customer hereby accepts from Redflex upon the terms and <br />conditions herein specified, a non - exclusive, non - transferable license during the Term of <br />this Agreement to: (a) solely within the City of San Leandro, access and use the Redflex <br />System for the sole purpose of reviewing Potential Violations and authorizing the <br />issuance of Citations pursuant to the terms of this Agreement, and to print copies of any <br />content posted on the Redflex System in connection therewith, (b) disclose to the public <br />including outside of the City of San Leandro that Redflex is providing services to the <br />Customer in connection with Program pursuant to the terms of this Agreement, and (c) <br />use and display the Redflex Marks on or in marketing, public awareness or education, or <br />other publications or materials relating to the Program, so long as any and all such <br />publications or materials are approved in advance by Redflex. <br />5.2. RESERVATION OF RIGHTS. The Customer hereby acknowledges and agrees that: (a) <br />Redflex is the sole and exclusive owner of the Redflex System, the Redflex Marks, all <br />Intellectual Property arising from or relating to the Redflex System, and any and all <br />related Equipment, (b) the Customer neither has nor makes any claim to any right, title <br />or interest in any of the foregoing, except as specifically granted or authorized under this <br />7