Item 35 - Interactive Voice Response System Support & Maintenance, Services, and Software

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Page 3 of 12 c. Provided however, that pursuant to a duly executed Change Order, mutually agreed to by the parties in accordance with Section 3-21 of this Agreement, the unspent contingency amount authorized for a preceding CITY fiscal year period may be carried forward by written order of the Executive Director of Finance and Management Services to cover expenses for work or services agreed to by the parties but exceeding the annual CITY fiscal year compensation amount cap initially specified for such subsequent period under the provisions of this section. 3. GENERAL PROVISIONS 3-1. Term of the Agreement: The initial term for the provision of services as set forth in Section 1 of this Agreement shall be for a period of four years and six months having commenced July 1, 2021 and expiring December 31, 2025, with two renewal options: the first for three (3) years commencing January 1, 2026 and expiring December 31, 2028; and the second for (1) year commencing January 1, 2029 and expiring December 31, 2029. Both extension options shall be exercisable in the sole discretion of the CITY, by a writing executed by the City Manager and the City Attorney, if neither party has terminated said Agreement in accordance with Section 3-2. Any further extension of this Agreement shall be agreed to by the parties pursuant to duly executed amendment of this Agreement. 3-2. Termination: Either party shall have the right to terminate this Agreement in the event of a material breach by the other party. Any such termination may be made only by providing sixty (60) days written notice to the other party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the party in breach shall have thirty (30) days to cure such breach or breaches. In the event that such cure is not made, this Agreement shall terminate in accordance with the initial sixty (60) days’ notice. Notwithstanding the foregoing, in the event CITY breaches the terms set forth in Appendix I (Software License Agreement) or Section 3-17 (Confidentiality) of this Agreement, CONSULTANT may immediately terminate this Agreement. CITY shall notify CONSULTANT within twenty-four (24) hours of CITY becoming aware of any breach (other than by CONSULTANT) of the terms and conditions of this Agreement, including, without limitation, any breach of the terms set forth in Appendix I or Section 3-17. In addition to the above, either party may terminate the Agreement at any time and for any reason by providing ninety-days (90) written notice to the other party; provided however, that if CONSULTANT has not breached the Agreement and has commenced services identified in EXHIBITS A, B, or C prior to the date of termination, CONSULTANT shall be entitled to payment as described in EXHIBITS B or C. 3-3. Effect of Termination: Notwithstanding non-renewal or termination of this Agreement, CITY shall be obligated to pay CONSULTANT for services performed through the effective date of termination for which CONSULTANT has not been previously paid. In addition, because the services performed by CONSULTANT prior to termination or non- renewal of this Agreement may result in the CITY’s receipt of revenue after termination which are subject to CONSULTANTS’ fee, the CITY shall remain obligated after termination or non-renewal to provide to CONSULTANT such information as is necessary for CONSULTANT to calculate compensation due as a result of the receipt of revenue by the CITY.