VALLEY OAK SYSTEMS (AON) - 2007 - Laserfiche WebLink

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2. FORM OF AGREEMENT The following Exhibits hereto are incorporated into and made a part of this Agreement: Exhibit B VOS Service Level Agreement In the event of any conflict or inconsistency among documents related to this Agreement, said conflict or inconsistency shall be resolved by giving precedence to this Agreement, followed by the Service Level Agreement. 3. TERM AND TERMINATION a. This Maintenance Agreement shall commence on the effective date of this Agreement and remain in effect through September 30,2009, unless terminated earlier pursuant to section 3(b), below. In order to provide uninterrupted service, those services provided by VOS since October I, 2006 shall be included within the scope of services listed in paragraph 1, above. Upon expiration, this Maintenance Agreement may be renewed for OTIe additional two-year term at the option of the City. b. City may terminate this Agreement upon thirty (30) days written notice, for VOS' failure to provide required services as set forth in Section 1, above. In the event of termination, a refund equal to the remaining prorated Maintenance Agreement price (Le.: Maintenance Agreement price paid by City divided by 12 times the number of remaining months) shall be paid to City within 60 days. c. Citys' remedy for VOS' breach of this Maintenance Agreement shall be a prorata refund of any portion of the advance maintenance fee which has not been used, Said refund will be calculated on a monthly basis. Total Maintenance Agreement price divided by 12, times the months remaining, Partial months will be calculated at the mathematical equivalent ofa daily rate (monthly rate divided by 30 days). 4. FEES AND CHARGES a. The fee for the maintenance and support services provided for herein shall not exceed $27,000.00, during the first one year term of this agreement, payable in advance of each one year period. It is hereby agreed that the renewal rate for this Maintenance Agreement shall either be the same as the current year's rate or at an increase not to exceed the Consumer Price Index (CPI) Los Angeles - Riverside - Orange County area. b. Implementation services including consulting, custom setup and configuration and installation of new upgrades or updates, shall be billed on a time and materials bases at a rate not to exceed $187.50 during the initial three-year term of this Agreement. During the fourth year and annually thereafter the billable rate may annually be set at the current rate, increased at a the current rate multiplied by the Los Angeles - Riverside _ Orange County CPI, or the lowest standard rate billed to other VOS clients, whichever is less. c, Total fees and charges for all services provided pursuant to this Agreement shall not exceed $40,000.00, annually, during the term of this Agreement. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a, Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance, Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident.