Reso 2014-2188 - Laserfiche WebLink

Home Browse Search

EDMUNDS & ASSOCIATES Simple. . Solutions. SEVERABILITY In the event that any term or clause of the Contract is held to be invalid as contravening any law or governmental regulation, then such term or clause shall remain in effect only to the extent permitted by such law or regulation, but the remaining provisions of the Agreement shall continue in full force and effect. AVAILABILITY OF FUNDS This Agreement is executory only to the extent of CITY funds approved and appropriated. This Agreement shall be subject annually to the availability and appropriation of funds. If the CITY should not appropriate or otherwise make available funds sufficient to purchase, lease, operate or maintain the computer system procured pursuant to the Project, or any portion of the Project during its implementation, the CITY may unilaterally terminate any and all contractual or other obligations without any further liability or penalty upon twenty (20) day's notice to VENDOR. Any obligation for payment under the Agreement shall be made solely from appropriated funds. The CITY shall have no legal or equitable obligation to approve any funds in the future and in the event of the CITY's decision not to approve and appropriate any additional funds the CITY shall have no further liability to VENDOR. VENDOR recognizes that the Agreement is approved by the current Governing Body, and not the obligation of any other CITY official, employee, or any other political subdivision or entity. ASSIGNMENT; DELEGATION OF DUTIES; SUCCESSORS Neither party shall delegate or assign its duties under the Contract without the written consent of the other party, and each party hereby binds itself to the successors and assigns of the other party in respect of all covenants of the Contract. This Agreement will inure to the benefit of and shall be binding upon the parties hereto and their authorized successors and assigns. EXTENT OF AGREEMENT This Master Agreement, the Exhibits hereto and all addenda and amendments hereto, represents the entire and integrated Contract between the CITY and VENDOR and supersedes all prior negotiations and representations, either written or oral. Where any conflict arises between the Master Agreement and the Exhibits, the following order of precedence shall prevail: (1) the Statement of Work, (2) the Master Agreement and Exhibits, (3) the Software License Agreement, (4) the Software Maintenance Agreement, (5) Contract Change Form and (6) Software Application Acceptance Agreement (7) the VENDOR's Proposal. The Contract may only be amended by written instrument signed by both parties. SUBMISSION OF INVOICES All payments made pursuant to the Contract shall be on the basis of duly verified invoices properly documented and submitted by VENDOR to CITY in the form agreed to by CITY and VENDOR, payable on an arrears basis by CITY within forty-five (45) days of their receipt in completed form to CITY by VENDOR. BOOKS AND RECORDS VENDOR shall maintain full and complete books and records of its accounts for CITY in accordance with generally accepted accounting practices and such other records as may be reasonably prescribed, in writing, by the authorized agent of CITY. Such books and records shall be retained for a period of five (5) years, and shall at all reasonable times be available for audit and inspection during normal business hours by the CITY or designated representative. 10