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The Second Payment shall be made by City within five (5) business days <br />from the date of receipt of a written notice that the System is fully operational <br />and verified by the City. City's failure to pay Supplier in a timely manner shall be <br />cause for Supplier to shut the System down. Provided, however, that Supplier <br />shall first request payment by delivering a five (5) day written notice (the "Shut <br />Down Notice") to City. In the event that City fails to pay Supplier within five (5) <br />days of receipt of the Shut Down Notice, Supplier shall have the right to shut <br />down the System. Reactivation of the System shall be subject to the payment of <br />One Thousand Dollars ($1000), payable in advance by City. All payments to be <br />made to Trilon pursuant to this Agreement shall be mailed to Trilon Technology, <br />LLC, 101 First Street, Suite 640, Los Altos, CA 94022, or as such other address <br />designated from time to time, in writing, by Supplier. <br /> <br /> City shall pay Pacific Bell or other carrier for the use of all communication <br />lines during the term of this Agreement. <br /> <br /> 4. Transfer. This Agreement contemplates and the contract price <br />includes the purchase and sale of the equipment listed on the Exhibit attached to <br />the Bill of Sale attached hereto. Within five (5) business days of the First <br />Payment, shall execute and deliver to City a Bill of Sale in a form substantially <br />similar to the form attached hereto, marked Exhibit "B," and incorporated by this <br />reference. <br /> <br /> 5. Sensors. The System includes eight (8) sensors which provide the <br />sole mechanism by which the System detects gunfire in the hereinafter <br />described area. This Agreement is subject to the proper installation and function <br /> <br />Agmt-078 4 <br />shared~shared\Redwoo~Council <br />FXS:rg <br />o7/21/97 <br />07/~5/97R <br /> <br /> <br />