Res 2006-061 - Laserfiche WebLink

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I I I effect except for the extension. The City and CenturyTel will negotiate any extension and such extension will be executed as an Authorization of Change in Services (Attachment C) no sooner than 120 days prior to the expiration of this Agreement nor later than final date of the Agreement period. The option to extend requires the mutual agreement of both parties. Refusal of either party to exercise this option to extend will cause this contract to expire on the original date. The total period of this Agreement, including all extensions as a result of exercising this option will not exceed a maximum combined period of 5 years. 7.2 This Agreement may be terminated by either party upon 15 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. 7.3 This Agreement may be terminated at will by the City upon at least 15 days prior wntten notice to CenturyTel. 7.4 In the event of termination as provided in this Article, CenturyTel 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 CenturyTel's delivering to the City all information and materials developed or accumulated by CenturyTel 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 WARRANTIES CenturyTel expressly warrants and represents: 8.1 GENERAL WARRANTIES 8.1.1 That all information provided in its response to the City's RFP is true and correct. 8.1.2 That all equipment and related services provided by CenturyTel to the City under this Agreement are merchantable and fit for their intended purposes. The Contractor acknowledges that the intended purpose for the equipment is as stated and described in the City's RFP and CenturyTel's Response proposal. 8.1.3 That all services performed by or for CenturyTel under this Agreement will be performed on a timely basis, and in a good, professional, and workmanlike manner by persons having specialized skill and knowledge as to the services being performed. 8.1.4 That the City will have quiet enjoyment of all equipment and services provided by the CenturyTel, and that no change in the organization, structure or ownership of the CenturyTel will in any way interfere or diminish the City's use, possession and enjoyment of the equipment or services provided under this Agreement. Telecommunications Services 5