Res 2014-005/Approving a telephone hardware and software master purchase and maintenance agreement w/Norstan Communications dba Black Box Network services

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ARTICLE 7 TERM; TERMINATION OF AGREEMENT 7.1 The initial one year term of this Agreement will begin on the effective date established in the first paragraph of the Agreement and will end one year from that date. This Agreement will automatically renew for four (4) additional one (1) year terms, provided all terms and conditions, except for the contract period being extended or any City approved increase in the Vendor's annual fees, remain unchanged and in full force and effect unless this Agreement is terminated in accordance with Sections 7.2, 7.3 or 7.4 below. The decision to renew the Agreement will be at the sole discretion of the City. The City will notify the Vendor of its refusal to renew no later than 30 calendar days prior to the renewal date. The City's refusal to renew will cause the Agreement to expire on the original or mutually agreed date. The total period of this contract, including all renewals as a result of exercising this option may not exceed a maximum combined period of five (5) years. If this Agreement is not renewed or is terminated for any reason and there is work in process associated with a Schedule A, then the terms and conditions of this Agreement and the corresponding Schedule A will remain in place until such time that the work is completed and the Vendor is paid in full. 7.2 The Contractor understands that funds for the payment for work performed by the Contractor under this Agreement have been provided through the City's budget approved by City Council for the current fiscal year only. State statutes prohibit the obligation and expenditure of public funds beyond the fiscal year for which a budget has been approved. The City cannot guarantee the availability of funds, and enters into this Agreement only to the extent such funds are made available. The Contractor acknowledges and agrees that it will have no recourse against the City for its failure to appropriate funds for the purposes of this Agreement in any fiscal year other than the year in which this Agreement was executed. The fiscal year for the City extends from October 1 st of each calendar year to September 30th of the following calendar year. 7.3 If either the City or the Vendor is not in compliance with the terms of this Agreement, the other party may give written notice of such failure to perform. The non - complying party will be in compliance if, within ten (10) calendar days after receiving such notice, it either corrects its performance or commences a continuous good faith effort to correct its performance within a reasonable period of time. Upon Vendor's default, Vendor will only be liable for: liabilities referred to in Article 8 and the amount of any other direct damage City incurs. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, DATA OR SAVINGS), INCIDENTAL DAMAGES OR PUNITIVE DAMAGES, EVEN IF THAT PARTY IS INFORMED OF THEIR POSSIBILITY. Black Box Telephone Hardware and Software Master Purchase and Maintenance Agreement 2013