Res 2009-171 - Laserfiche WebLink

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ARTICLE 7 TERM; TERMINATION OF AGREEMENT; SOURCE CODE 7.1 The initial one-year term of this Agreement will begin on November 2, 2009 and will end on November 1, 2010. 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 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 the Project or any subsequent Project Approach Plan, then the terms and conditions of this Agreement and the corresponding Project Approach Plan 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 does not comply 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. 7.4. Source Code. At the City's sole option, which may be withdrawn at any time, the Vendor will maintain one or more optical disks, archiving the current release with all patches of the application source code, which the Vendor will deposit with Iron Mountain, Inc., a company accustomed to handling source code issues. The parties will designate an escrow agent to keep custody of a key to this depository, to be released to the City in the event of Vendor's breach, as defined below. The City will have full access and rights to the source code in the event that the Vendor should materially default in its obligations to the City, or terminate this Agreement, other than as permitted in accordance with the language herein, excluding a good faith dispute regarding an uncured and material breach or default of this Agreement by the City. In the event that the Agreement is terminated due to the City's non-compliance with any of the Agreement's Brazos Technology, Hand Held Ticket Writer System Agreement 10