Res 2010-078 - Laserfiche WebLink

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7.1 The term of this Agreement begins on August 1, 2010 and will continue for a period of three years and six months until January 31, 2014. This Agreement may be extended an additional period of one year and six months upon approval of the City provided all terms and conditions, except for the contract period being extended, remain unchanged and in full force and effect. If this renewal option is exercised it will be executed in the form of an Authorization in Change of Services Form, to be issued not sooner than 120 days prior to the expiration of this Agreement, and not later than the final day of the Agreement period. The decision to renew this Agreement will be at the sole discretion of the City. Refusal by the City to exercise this renewal option will require this Agreement to expire on the original or mutually agreed upon date. The total period of this Agreement, including all renewals as a result of exercising this option may not exceed a maximum combined period of five years. 7.2 The City may terminate this Agreement at will upon at least 15 calendar days prior written notice to the Depository. 7.3 This Agreement may be terminated by either party upon 60 calendar days prior written notice should the other party fail substantially to perform in accordance with the terms of the Agreement through no fault of the party initiating the termination. 7.4 In the event of termination as provided in this Article, the City will compensate the Depository for all services performed to the termination date that are deemed by the City to be in accordance with this Agreement. The City will pay this amount upon the Depository's delivering to the City all information and materials developed or accumulated by the Depository in performing the services described in this Agreement, whether completed or in progress. The expense of reproduction of these items will be borne by the City. ARTICLE 8 INSURANCE AND INDEMNITY 8.1 The Depository 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 or omissions of the Depository, 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 alleged or actual infringement of patents, copyrights, and trademarks and without limitation by enumeration, all other claims, demands, or causes of action of every character occurring, resulting, or arising from any negligent or intentional wrongful act, error or omission of the Depository and/or its agents and/or employees. This obligation by Depository will not be limited by reason of the specification of any particular insurance coverage in this Agreement. 8.2 The Depository will procure and maintain at Depository's expense self - insurance or insurance with insurance companies authorized to do business in the State of Texas, covering all operations under this Agreement, whether performed by the Depository or Depository's agents, subcontractors or employees. Before commencing any services the Depository will furnish to 5