Res 2010-146 - Laserfiche WebLink

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extend will cause the Agreement to expire on the original or mutually agreed upon date. The total period of the Agreement, including all extensions as a result of exercising this option will not exceed a maximum combined term of twenty - five (25) years. 8.0.3 Termination. This Agreement may be terminated upon 180 calendar days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 8.0.4 Either party may terminate this Agreement for convenience without cause and without recourse upon at least one hundred eighty (180) calendar days prior written notice to the non - terminating party. If City terminates Operator for convenience, it shall pay Operator a convenience termination fee in the amount of $570,000. The convenience fee shall be reduced by 1/60 of such amount for each month which has elapsed following the Effective Date and including the month in which the termination occurs. 8.0.5 In the event of termination as provided in this Article 8 or Article 10, the City will compensate the Operator for all services performed up to the termination date, which are deemed by the City to be in accordance with this Agreement. The City will pay this amount upon the Operator's delivering to the City all information and materials developed or accumulated by the Operator in performing all services described in this Agreement, whether completed or in progress. The expense of reproduction of these items will be borne by the City. 8.0.6 Upon termination for convenience by either party under Section 8.0.4, all rights, powers and privileges of the Operator will cease, and the Operator will immediately vacate any and all space occupied by him under this Agreement, and neither party will make a claim of any kind whatsoever against the other, its agents or representatives, by reason of such termination, or any act incident thereto. The Operator will deliver to the City all information and materials developed or accumulated by the Operator in performing all services described in this Agreement whether completed or in progress. ARTICLE 9 INDEMNITY; INSURANCE; BONDS 9.0.1 The Operator agrees to and 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, suits and regulatory actions of any kind or character arising out of or in connection with the Operator's 31