2018-06-13 CC Packet - Laserfiche WebLink

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AGREEMENT FOR FINANCIAL SERVICES- CONTINUED ARTICLE III DURATION OF THE AGREEMENT Section 1 Duration: This Agreement shall commence upon date of execution by all parties and will remain in effect until September 30, 2018 unless earlier terminated as provided in Sections 2 and 3. Section 2 City's Termination Rights: City may terminate this Agreement upon thirty(30)days written notice in the event the City determines in its sole discretion that it is not in the City's best interest to continue using Contractor's services. The City may terminate on ten (10)days written notice of the Contractor fails to perform its obligations under this Agreement. Section 3 Contractor's Termination Rights: Contractor may terminate this Agreement upon thirty(30)days written notice to City in the event City does not pay Contractor compensation as required under Article 5, Section 9 within fifteen (15)days after invoice is received by City. In the event of non-payment within thirty(30)days, Contractor shall give City an opportunity to cure the default by giving a notice of such non-payment and an additional five (5)days after the City's receipt of the notice to remit such payment, prior to giving a notice of termination. Contractor can also terminate the Agreement with thirty(30)days written notice if the Contractor believes it is in its best interests to terminate the Agreement. ARTICLE IV RENEWAL OF THE AGREEMENT Section 1 Renewal Period: Not less than thirty(30)days prior to the expiration of this Agreement,the City may provide written notice of intent to renew this Agreement for an additional term of up to three years upon terms and conditions agreed upon by both parties to the Agreement. If no such renewal agreement is executed by the parties, the Agreement terminates without further action of either party on September 30, 2018. ARTICLE V GENERAL Section 1 Authorized City Agent: The City's authorized agent for the purpose of administration of this Agreement is the City Administrator. Said agent shall have final authority for approval and acceptance of the Contractor's services performed under this Agreement and shall further have responsibility for administration of the terms and conditions of this Agreement. All notices under this Agreement shall be sent to the person and address indicated below on the signature lines. Section 2 Amendments: No amendments or variations of the terms and conditions of this Agreement shall be valid unless in writing and signed by the parties. Section 3 Assignability: The Contractor's rights and obligations under this Agreement are not assignable or transferable. Section 4 Data: Any data or materials, including, but not limited to, reports, studies, photographs, negatives, or any and all other documents prepared by the Contractor or its outside consultants in the performance of the Contractor's obligations under this Agreement shall be the exclusive property of the City, and any such data and materials shall be remitted to the City by the Contractor upon completion, expiration, or termination of this Agreement. Further, any such data and materials shall be treated and maintained by the Contractor and its outside consultants in accordance with applicable federal, state and local. Further, Contractor will have access to data collected or maintained by the City to the extent necessary to perform Contractor's obligations under this Agreement. Contractor agrees to maintain all data obtained from the City in the same manner as the City is required under the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13 or other applicable law(hereinafter referred to as the"Act"). Contractor will not release or disclose the contents of data classified as not public to any person except at the written direction of the City. Upon receipt of a request to obtain and/or review data as defined in the Act, Contractor will immediately notify the City. The City shall provide written direction to Contractor regarding the request within a reasonable time, not to exceed fifteen (15)days. The City agrees to indemnify, hold harmless and defend Contractor for any liability, expense, cost, damages, claim, and action, including attorneys'fees, arising out of or related to Contractor's complying with the City's direction. Subject to the aforementioned, Contractor agrees to defend and indemnify the City from any claim, liability, damage or loss asserted against the City as a result of Contractor's failure to comply with the requirements of the Act. Upon termination and/or completion of this Agreement, Contractor agrees to return all data to the City, as requested by the City. People ple +Process 17-5