Res 2005-036 - Laserfiche WebLink

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ARTICLE 7 OWNERSHIP AND USE 011' DOCUMENTS 7.1 All documents prepared by Consult'ant in connection with this Agreement will become the property of the City. 7.2 The Consultant will retain all of its records and supporting documentation relating to this Agreement, and not delivered to the City, for a period of three years except in the event that the Consultant goes out of business during that period, it will turn over, to the City, all of its records relating to the Project for retention by the City. ARTICLE 8 TERM; TERMINATION OF AGREEMENT 8.1 The term of this Agreement begins on the effective date established in the first paragraph of the Agreement and will continue for a period of two years. This Agreement may be extended for three additional one-year periods upon approval of the City of San Marcos City Council. If this renewal option is exercised, it will be executed in the form of an Authorization of Change in Services Form, to be issued not sooner than ninety (90) days prior to the expiration of this Agreement, nor later than the final day of the Agreement period. Refusal of the City to exercise this renewal option will require this Agreement to expire. The total period of this Agreement, including all renewals as a result of exercising this option will not exceed a maximum combined period of five years, unless this Agreement is terminated under Sections 8.2 or 8.3 below. 8.2 This Agreement may be terminated by either party upon 90 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. 8.3 This Agreement may be terminated at will by the City or the Consultant upon at least 90 days prior written notice to the other party. 8.4 In the event of termination as provided in this Article, the Consultant will be compensated for all services performed to termination date which are deemed by the City to be in accordance with this Agreement. This amount will be paid by the City upon the Consultant's delivering to the City all information and materials developed or accumulated by the Consultant 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 9 INSURANCE AND INDEMNITY 9.1 The Consultant 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 Consultant, its officers, 8