Res 2009-047 - Laserfiche WebLink

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Vendor goes out of business during that period, it will turn over, to the City, a copy of all of its records relating to the Project for retention by the City. ARTICLE 7 TERM; TERMINATION OF AGREEMENT 7.1 The initial one year term of this Agreement will begin on April 1, 2009 and will end on March 31, 2010. This Agreement will automatically renew for three (3) 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 four (4) 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 Funds for the payment of this Agreement have been provided through the City 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. However, the cost of items or services covered by this Agreement is considered a recurring requirement and is included as a standard and routine expense of the City to be included in each proposed budget within the foreseeable future. City Council expects this to be a part of future budgets to be approved during the period of this Agreement except for unanticipated needs or events which may prevent such payments against this Agreement. However, the City cannot guarantee the availability of funds, and enters into this Agreement only to the extent such funds are made available. 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. 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. Black Box Telephone Hardware and Software Master Maintenance and Purchase Agreement 11