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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7.4 This Agreement may be terminated at will by the City upon at least ninety (90) calendar days prior written notice to the Vendor. 7.5 In the event this Agreement is terminated, as provided for in this Article, by either the City or the Vendor after the City has made its annual payment for services; the Vendor will refund to the City the pro -rated amounts for those services not performed by the Vendor within thirty (30) calendar days from the date of termination. 7.6 In the event of termination, as provided in this Article, for Products or Services that were not included in the annual payment (Additional Services) the Vendor will be compensated for Services performed or Products received or ordered by the Vendor based upon the City's approved Schedule A and including any and all direct costs incurred by the Vendor on the City's behalf as allowed under this Agreement and not paid for by the City prior to the termination date which are deemed by the City to be in accordance with this Agreement. This amount will be paid by the City upon the Vendor's delivering to the City the necessary invoices and all information and materials developed or accumulated by the Vendor in performing the Services or the provision of Products described in this Agreement, whether completed or in progress. The expense of reproduction of these items, if applicable, will be borne by the City. ARTICLE 8 PATENTS, COPYRIGHTS, PROPRIETARY RIGHTS, INSURANCE AND INDEMNITY 8.1 The Vendor will indemnify, hold harmless and defend the City and its employees, agents, officers and servants from any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional acts, errors or omissions of the Vendor, its officers, employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in favor of any party, including the amounts of any damages or awards resulting from claims, demands and causes of action for personal injuries, death or damages to property. The City will give the Vendor prompt written notice of any such claim and will allow the Vendor, to control its defense and all related settlement negotiations as long as there is no real or potential conflict of interest. 8.2 Solely as to Products purchased from and installed by Vendor, Vendor will defend and indemnify City against any claims or suits brought against City based upon a claim of infringement of any United States patent or copyright arising out of the City's use of the Products. As conditions precedent to Vendor's indemnification obligation, City will fully comply with this Agreement with respect to retention of, assignment of, and /or sublicense of, the right to use the Software; notify Vendor promptly of the suit in writing;; and, at Vendor's request, cooperate and assist in the defense as requested by Vendor. This indemnity will not extend to any suit or proceeding which is based upon: (i) a claim covering any combination of equipment and /or software in which the Product is solely an element and such element by itself does not form a basis for the claim; (ii) a claim arising from any item furnished by City, including, but not limited to, products or any portions thereof installed by a third party other Black Box Telephone Hardware and Software Master Maintenance and Purchase Agreement 2013 15