Reso 2014-2188 - Laserfiche WebLink

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EDMUNDS & ASSOCIATES Simple. . Solutions. COPYRIGHT VENDOR agrees it will defend at its own expense, any action brought against the CITY to the extent that it is based on a claim that the software supplied by VENDOR infringes a United States patent or copyright and VENDOR will pay any costs which are attributable ro any such claims, indemnify and save harmless the CITY and its officials and employees against any loss, claim, liability or expense arising out of or in any way connected with any claim of patent, copyright, or proprietary infringement involving the Software, including consequential damages and attorneys' fees, but only if VENDOR is promptly notified of any such suit or claim and the CITY cooperates in defending or settling the claim or suit. Such defense and payment are conditioned upon the following; VENDOR shall be notified promptly in writing by the CITY of any notice of such claim; and VENDOR shall have sole control of the defense of any action on such claim and in all negotiation for its settlement or compromise; and Should any software sold hereunder become or in VENDOR's opinion be likely to become the subject of a claim of infringement of a United States patent, that the CITY shall permit VENDOR, at its option and expense, either to procure for the CITY the right to continue using such software, to replace or modify the same so that such software becomes non - infringing, or to discontinue using the software and accept their return. If the software be purchased, VENDOR shall grant the CITY a cash refund for such software as depreciated. The depreciation shall be an equal amount per year over a five -year life. VENDOR shall have no liability to the CITY under any provision of this clause with respect to any claim of patent infringement that is based upon the combination of the hardware furnished hereunder with software or devices not provided by VENDOR. This indemnification shall survive the expiration and termination of this contract provided the CITY maintains an annual Support Agreement with VENDOR. TERMINATION This Contract may be terminated by the CITY upon twenty (20) days written notice, if VENDOR has materially failed to comply with any of the terms of the Contract. In the event that the Contract is terminated prior to the completion of the Project outlined herein, the CITY shall pay VENDOR to the extent of work performed to the date of written notice of termination, upon receipt and approval of an invoice for payment, together with a statement itemizing actual hours to the tenth of an hour and supporting records of expenses; provided however, under no circumstances shall the CITY be liable to VENDOR to pay for work performed by VENDOR to correct errors made by VENDOR. The CITY reserves the right unilaterally to terminate the Contract without any further liability to VENDOR, if for any reason including if funds are not available and not appropriated for services, supplies or software, upon prior written notice, by regular or certified mail, return receipt requested, to VENDOR. All products and services that have been delivered or provided to the CITY by VENDOR prior to the effective date of said notice shall be paid for by CITY. The CITY agrees to compensate VENDOR to the extent of work performed to the date of written notice of termination together with a statement as specified above. Notwithstanding any other provisions of the Contract, the CITY shall have the absolute right to terminate this contract without cause and for any reason upon giving twenty (20) days written notice to VENDOR in which event any fees payable to VENDOR by the CITY shall be paid only to the date of termination. VENDOR shall not be entitled to any anticipatory profits in the event of termination by CITY pursuant to this section.