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March 10, 2011 to
<br /> March 09, 2012 $2362
<br /> March 10, 2012 to
<br /> March 09, 2013 3% $2433
<br /> March 10, 2013 to
<br /> March 09, 2014 3% $2506
<br /> 3.2 Additional Fees. The Consideration does not cover requests for services that are not directly
<br /> related to the maintenance and repair of the I -Net. Such non - covered requests include, but are not limited to,
<br /> those requests for services pertaining to City owned, maintained and repaired equipment and facilities referred to
<br /> in Section 2.2. City will pay Astound time and materials for those requests for non - covered services not directly
<br /> related to the maintenance and repair of the I -Net. City will approve the Astound quotes for maintenance and
<br /> repair through its approval of the Astound purchase order. Such payments are due to Astound within 45 (forty -
<br /> five) days from receipt of invoice.
<br /> 3.3 Late Payments. Any fee or portion thereof that is owing to Astound by City hereunder and not paid
<br /> within 30 days after it is due shall accrue interest at one and a half percent per month or the highest lawful rate,
<br /> whichever is less, from the due date until payment is received by Astound, and City shall be liable for all reasonable
<br /> costs and expenses (including, without limitation, Astound's reasonable counsel fees including a reasonable allocation
<br /> of in -house counsel costs and court costs) in connection with the collection of any overdue amount.
<br /> 4. TERM AND TERMINATION
<br /> The initial term of this Agreement will begin on March 10, 2011 and will terminate on October 26, 2018 (the "Initial
<br /> Term "). Immediately following the Initial Term, this Agreement will renew automatically for successive five year terms
<br /> (each a "Renewal Term ") unless one Party provides the other Party with notice of nonrenewal at least 60 days prior to
<br /> the expiration of the Initial Term or any Renewal Term. The Initial Term and any Renewal Term are referred to as the
<br /> "Term ").
<br /> 5. CITY USE; ASTOUND OWNERSHIP
<br /> 5.1 City Use. The City is hereby authorized to use the I -Net solely for the Authorized Use during the
<br /> Term.
<br /> 5.2 Astound Legal Title Retained. The I -Net is and will remain Astound's sole and exclusive property and
<br /> Astound holds and will continue to hold all legal title thereto. Neither the Services, nor the Consideration payments,
<br /> nor anything contained in this Agreement will create, establish, convey, or vest in City any title, lease rights, easement
<br /> rights, interests, or any other personal or real property ownership or rights of any nature in the I -Net other than for the
<br /> Authorized Use by City.
<br /> 5.3 City Property. All legal title, right, and interest in and to all property owned by City will remain
<br /> with City.
<br /> 6. INDEMNIFICATION AND PROCEDURE
<br /> 6.1 Indemnification Obligation. Each Party will indemnify, defend, and hold harmless the other Party
<br /> and the other Party's agents, officers, employees, representatives, elected and appointed officials, and successors from
<br /> and against any and all third party causes of action, claims, suits, demands, losses, liabilities, costs, expenses (including
<br /> reasonable attorneys' fees), fines, penalties, personal injury actions or claims, property damage actions or claims, or
<br /> other damages or other financial losses of whatever nature to the extent arising from, relating to, or caused by such
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<br /> ATTY /AGR 2011.052 Astound
<br /> 52711
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