Reso 2010-1576 - Laserfiche WebLink

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term "funds" means the revenue retained by the Customer according to the distribution methods applicable under this contract and applicable state law. This clause will be applied as follows: A TS will maintain an accounting of any net balances owed to A TS. If the amount collected during a billing period exceeds the amount of ATS invoices during the same period, the Customer shall pay ATS the total amount due. If the amount collected during a billing period is less than the amount of ATS invoices during the same period, the Customer shall pay ATS the amount collected, and may defer payment of the remaining balance*. Payments due to ATS shall be reconciled by applying future funds collected, first to the accrued balance, and then to the invoice for the current billing period. At any time that A TS invoices, including any accrued balance, are fully repaid, the Customer will retain all additional funds collected during that billing period. Such additional funds (whether reserved in cash or not by the Customer) will be available to offset future A TS invoices. *Any accrued balance owed by Customer during a billing period shall be net any city staff costs directly related to the program for the billing period, up to a mutually agreeable maximum monthly cost of $ However, such deducted city staff costs shall be recoverable by A TS in future months in addition to its normal fee where future funds allow. 14. Termination for Cause. Section 6.1 of the Agreement is deleted and replaced as with the following: 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 so as to prohibit the operation of a TSCP by the City; (ii) a court having jurisdiction over the City rules or declares that Law of Florida 2010-80 is invalid, in whole or material part; (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, trade secret or other intellectual property; (iv) the other party commits a material breach of any of the provisions of this agreement; and (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. Each party shall have the right to remedy the cause for termination within forty- five (45) calendar days (or within such other time period as 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. Confidential Page 4 of 16 Sunnv Isles FL ATS Contract Amendment 20100615 Citv nf SllnnV I~II'!~ FI