Res 2016-072/Police Video Upgrade Project

Home Browse Search

M TASER P R O T E C T L I F E may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 business days prior to the end of the then current fiscal year. 12.3 For Convenience. The Agreement may be terminated for convenience and without cause by the City upon at least 90 business days prior written notice to TASER. 12.4 Effect of Termination. Upon any termination of this Agreement: (a) all Agency rights under this Agreement immediately terminate; (b) the Agency will compensate TASER for all services performed to the termination date which are deemed by the City to be in accordance with the Agreement ; and (c) Payment Terms, Warranty, Product Warnings, Indemnification, and Agency Responsibilities Sections, as well as the Evidence.com Terms of Use Appendix Sections on Agency Owns Agency Content, Data Storage, Fees and Payment, Software Services Warranty, IP Rights and License Restrictions will continue to apply in accordance with their terms. Any amount due will be paid by the City upon TASER'S delivering to the City all information and materials developed or accumulated by TASER in performing the services described in the Agreement, whether completed or in progress. The expense of the reproduction of these items will be borne by the City. In the event of termination as provided in this Section, TASER will immediately discontinue any and all services under the Agreement as directed by the City. 12.5 After Termination. TASER will not delete any Agency Content as a result of a termination during a period of 90 business days following termination. During this 90 -day period the Agency may retrieve Agency Content only if all amounts due have been paid (there will be no application functionality of the Evidence.com Services during this 90 -day period other than the ability to retrieve Agency Content). The Agency will not incur any additional fees if Agency Content is downloaded from Evidence.com during this 90 -day period. TASER has no obligation to maintain or provide any Agency Content after this 90 -day period and will thereafter, unless legally prohibited, delete all of Agency Content stored in the Evidence.com Services. In the event Agency Content is deleted TASER will provide written proof that all Agency Content has been successfully deleted and fully removed from the Evidence.com Services. 12.6 Post - Termination Assistance. TASER will provide Agency with the same post - termination data retrieval assistance that TASER generally makes available to all customers. Requests for TASER to provide additional assistance in downloading or transferring Agency Content will result in additional fees and TASER will not warrant or guarantee data integrity or readability in the external system. 13 Milestone Schedule. Both parties understand and agree that time is of the essence of this Agreement. The City and TASER will negotiate a Milestone Schedule (the "Schedule) during the Project kick -off meeting. The Schedule will be memorialized in writing by the City and will be available to both parties and is incorporated into this Agreement by reference. For each day that TASER does not comply with the Schedule the City may deduct from TASER'S compensation $100.00 per day as liquidated damages. Assessed liquidated damages will in no event exceed $2,000.00 per calendar month. This amount is not assessed as a penalty but for public inconvenience and safety, and added expense for contract administration, salaries and other related costs up to the date of each scheduled milestone, or in the alternative, actual damages up to the scheduled milestone date. 13.1 Excusable Delays. TASER will use commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practicable and in accordance with the Title: Evidence.com Master Service Agreement with Exhibits Page 7 of 27 Department: Legal Version: 11.0 Release Date: 7/31/2015