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Reso 2025-3814
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Reso 2025-3814
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Last modified
4/25/2025 9:37:29 AM
Creation date
4/24/2025 12:03:16 PM
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CityClerk-Resolutions
Resolution Type
Resolution
Resolution Number
2025-3814
Date (mm/dd/yyyy)
04/17/2025
Description
Terminating existing agrmnt w/ PayByPhone Tech Inc. for mobile payment program for parking svcs, new agrmnt w/ PayByPhone USA, Inc.
Supplemental fields
Expiration Date
3/31/2029
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Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 <br />Section 6 TERM AND TERMINATION <br />6.1 TERM AND RENEWAL <br />6.1.1 This Agreement shall enter into force on the Effective Date and shall remain in force and effect until March <br />31, 2029 (the "Initial Term"), unless earlier terminated in accordance with this Section 6. <br />6.1.2 Upon the termination of the Initial Term, Client shall have two (2) additional consecutive two (2) year options <br />to extend the Agreement (each a "Renewal Term"). The Initial Term and all Renewal Terms, if any, shall collectively <br />be referred to as the "Term". <br />6.2 TERMINATION <br />6.2.1 Should a party breach a material term and such breach remains uncorrected for thirty (30) days after receipt <br />of a notice by the breaching party, the non -breaching party may, in addition to all other remedies available at law, <br />terminate this Agreement by providing written notice to the breaching party, without further obligation provided, <br />however, that if the nature of the breach is such that it cannot be reasonably cured within such thirty (30) day period, <br />the breaching party will not be deemed in default of this Agreement so long as such party commences efforts to effect <br />a cure and is diligently pursuing such efforts. Provided, further, that if the breach is as a result of the non-payment of <br />any fee, the non -breaching party may terminate this Agreement if such breach remains uncorrected for ten (10) days <br />after the breaching party's receipt of notice of such breach. <br />6.2.2 Termination for Convenience. Notwithstanding any other provision of this Agreement, either Party shall <br />have the right, at any time, to terminate this Agreement in its entirety without cause, provided that thirty (30) days <br />prior written notice is given by the terminating Party to the other Party. <br />Section 7 REPRESENTATIONS AND WARRANTIES <br />7.1 MUTUAL REPRESENTATIONS AND WARRANTIES <br />Each party represents and warrants to the other that: <br />i) it has the full corporate right and authority, and possesses all licenses, permits, authorizations and <br />rights to intellectual property, necessary to enter into and perform this Agreement; <br />ii) its entry into and performance of this Agreement do not and will not conflict with or result in a breach <br />or violation of any agreement or order by which it is bound; and <br />iii) this Agreement constitutes its legal, valid and binding obligations enforceable against it in accordance <br />with the terms of this Agreement. <br />Section 8 DISCLAIMER, INDEMNIFICATION AND LIMITATION OF LIABILITY <br />8.1 DISCLAIMER <br />Except as expressly set forth in this Agreement, PayByPhone does not make, and hereby specifically disclaims, any <br />representations or warranties, express or implied, regarding the PayByPhone mobile payment services, including any <br />implied warranties of title, merchantability, fitness for a particular purpose or non -infringement. Client acknowledges <br />that the PayByPhone mobile payment services and services furnished by PayByPhone under this Agreement <br />(including, without limitation, any servers or other hardware, software, applications and any other items used or <br />provided by PayByPhone or any third parties in connection with providing access to or hosting any of the foregoing <br />or the performance of any services by PayByPhone under this Agreement) are provided by PayByPhone "as is". <br />8.2 INDEMNIFICATION <br />To the extent permitted by law and subject to Section 8.3, each party (the "Indemnifying Party") will defend, <br />indemnify and hold harmless the other party (the "Indemnified Party") from and against any and all third party claims, <br />PBP_Seivice Agreement_Template—NA—V9.9— 202501 16 P a g e 17 <br />
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