Agmt20 Axon Enterprises, Inc. - Laserfiche WebLink

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DocuSign Envelope ID: C4AD8365-4748-4C7A-957C-BDF25F9BOF3E Vendor Personnel for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Vendor. 4. Status of Vendor. Vendor will perform the Services as an independent contractor and not as an employee of City. The persons used by Vendor to provide services under this Purchase Agreement will not be considered employees of City for any purposes. 5. Term. Unless terminated earlier pursuant to Section 6, the term of this Purchase Agreement will be for a period of five (5) years from the Effective Date. The foregoing notwithstanding, continuation of the Purchase Agreement beyond the first year of the term is contingent upon the City Council appropriating necessary funds for this Purchase Agreement. 6. Cancellation and Termination. Either party upon tendering thirty (30) days written notice to the other party may terminate this Purchase Agreement. If Vendor fails or refuses to perform any of the provisions of this Purchase Agreement, and if Vendor does not cure the default within five (5) days of the City providing a written notice specifying the nature of the default, City may terminate this Purchase Agreement immediately by giving written notice to Vendor. If City materially fails or refuses to perform any of the provisions of this Purchase Agreement, and if City does not cure the default within thirty (30) days of Vendor providing a written notice specifying the nature of the default, Vendor may terminate this Agreement immediately by giving written notice to City. Within ten (10) days of termination pursuant to this Section 6 or of the natural expiration of this Purchase Agreement, Vendor will assemble any paid for yet undelivered deliverables without further charge and put it in order for proper filing and closing and deliver it to City. Vendor will be paid ,for work performed up to the termination date; however, the total will not exceed the amount payable under this Purchase Agreement. City will determine the final payment amount based upon the value of the work product delivered to City and the percentage of the Services performed. 7. Delivery Risk of Loss. All orders will be F.O.B. destination if not otherwise specified. Risk of loss or damage to the Goods will remain with Vendor until the Goods have been delivered to and accepted by City. All Goods will be received by City subject to its right of inspection, rejection, and revocation of acceptance under the Uniform Commercial Code. City will be allowed a reasonable period of time to inspect the Goods and to notify Vendor of any nonconformance with the terms and conditions of the specifications. City may reject any Goods that do not conform to the terms and conditions of the Bid Documents. City may return any rejected Goods to Vendor at Vendor's risk and expense. 8. Farce Maieure. City may delay delivery or acceptance of Goods and Services occasioned by causes beyond its control. Vendor will hold such Goods and Services at the direction of City and will deliver/perform them when the cause affecting the delay has been removed. 9. Packing and Shipping. Deliveries must be made as specified, without charge for boxing, crating or storage unless otherwise specified. Goods must be suitably packed to secure lowest transportation costs and, in accordance with the requirements of common carriers, in a manner to assure against REV: 11-19-2020 EI ATTY/AGR.2020.266/Axon (Page 3 of 36)