Reso 2008-1290 - Laserfiche WebLink

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6.0 Termination. 6.1. Termination for Cause: Either party shall have the right to terminate this Agreement immediately by written notice to the other if (i) state or federal statutes are amended, or regulations or policies are adopted by agencies with jurisdiction, to prohibit or materially change the operation of TSCP so as to make it reasonably impractical to operate the red light enforcement program, including without limitation changes that would prohibit the red light enforcement program, or which would impose restrictions on revenues and uses that are contrary to the terms of this Agreement; (ii) any court having jurisdiction over City rules, or declares, that the City's red light enforcement program is invalid or results from the Vendor System of photo red light enforcement are inadmissible in evidence, or otherwise renders a decision that makes it reasonably impractical to operate the red light enforcement program; (iii) a determination by a court of competent jurisdiction or other applicable dispute resolution forum that Vendor has infringed upon a third party's patent, trademark, copyright, trade secret or other intellectual property; (iv) the other party commits any material breach of any of the provisions of this Agreement; (v) Vendor's non- payment of revenues to City as required by this Agreement. In the event of a termination due to this Section, City shall be relieved of any further obligations to Vendor other than as specified herein. Either party shall have the right to remedy the cause for termination within forty-five (45) calendar days (or within such other time period as the City and Vendor shall mutually agree, which agreement shall not be unreasonably withheld or delayed) after written notice from the non-causing party setting forth in reasonable detail the events of the cause for termination. The rights to terminate this Agreement given in Section 6.1 shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach of this Agreement. 6.2 Warning Period. The Ordinance provides for a one time ninety (90) day Warning Period following the effective date of the Ordinance authorizing the City's Traffic Safety Camera Program, during which time courtesy notices of infractions, with no civil fees, are used. The parties hereto acknowledge that this Warning Period will be used to verify the reliability of the program and the detection of infractions, as well as to monitor anticipated changes in state law on the subject of camera enforcement of red light infractions. The Warning Period shall commence on the date the initial camera and the Infraction Processing procedures become operational, with the exact date to be confirmed in writing by the parties' Project Managers. At any time up to the conclusion of the initial Warning Period, the City, through a motion adopted by the City Commission, may terminate the TSCP, for any or no cause. The City shall not be liable for any costs or expenses incurred by Vendor during this Warning Period. If the City Commission determines to terminate the program pursuant to this paragraph, this Agreement shall be deemed terminated and the parties shall proceed pursuant to Section 6.3 below. In addition to the City's right to terminate during the Warning Period, for a period of thirty (30) calendar days after the expiration of the Warning Period, either party shall have the right to terminate the Agreement. Page 9 of 31