Reso 2025-3888 - Laserfiche WebLink

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ILI2��3j aT l L3 Y� rights and obligations applicable specifically to some ETA Services are included in the System support agreement between the parties. Term, termination, and renewal Term The term of this agreement shall begin on the execution date and continue for five (5) years beyond the date on which milestone ##6, "Customer witnessed testing" has been completed unless terminated or extended by agreement of the parties. Annual renewal and termination This agreement shall renew automatically for one year upon expiration of the five (5) year initial term, and for one-year renewal periods thereafter, unless written notice is provided 60 days prior to the expiration date. ETA will invoice the renewal prior to the expiration date at an increase rate of no greater than 5 percent. Termination This agreement shall terminate in each of the following events: a) at the option of either party if the other party materially defaults in the performance or observance of any of its obligations hereunder and fails to remedy the default within 60 days after receiving written demand therefor, or b) at the option of either party if the other party becomes insolvent or bankrupt or makes an assignment for the benefit of creditors; or c) at the option of ETA if Customer breaches any of its obligations under sections Price and Payment or Intellectual Property of this Agreement; or d) at the option of ETA if Customer uses ETA's software or updates for purposes other than the intended application thereof as set out in this agreement. e) Termination for Convenience — The City may terminate the Agreements, in whole or in part, at any time by written notice to ETA. Upon notice of Termination, ETA shall provide a cost estimate to the City due to early termination that will include the following: ETA shall be paid (i) for all work performed by ETA up to the date of termination; (ii) the cost to terminate contracts that support ETA's provision of the work; (iii) Sunk Costs; and (iv) any other unavoidable costs or expenses incurred by ETA as a result of termination. "Sunk Costs" means all costs committed, incurred or expended by ETA (i.e. money that has already been spent or committed costs) and supply chain costs which cannot be recovered and include, but are not limited to, the costs of materials/products that can't be returned, sold or used for other contracts, and profit on work performed up to the time of termination. ETA shall promptly submit its termination claim to the City for consideration. Upon approval by the City, the termination process will commence and the amount due will be paid by the City. If ETA has, any property inks possession belonging to the City, ETA will account for the same and dispose of it in the manner the City directs. 2 • Agreements D Sales agreement > Term, termination, and renewal Initials: