Item 12 - Automated Agenda Management System

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2 INTERPRETATION 2.1 Gender: In this Agreement the masculine includes the feminine and the neuter, and the singular includes the plural and vice versa as the context admits or requires. 2.2 Person: The expression “person” means any individual, firm, body corporate, unincorporated association, or partnership, government, state or agency of a state or joint venture. 2.3 Headings: The index and headings to the clauses, the Appendices and Schedules of this Agreement are for convenience only and will not affect its construction or interpretation. 2.4 Statutes: Any reference to a statute or statutory provision and all regulations and notices made pursuant to it (whether made before or after the date of this Agreement), includes a reference to the same as from time to time amended, modified, extended, re-enacted, consolidated, or replaced provided that amendments, consolidations, modifications, extensions, re-enactments or replacements made after the date of this Agreement will not have substantively changed any provision which is relevant to this Agreement. 2.5 Provisions of the Agreement 2.5.1 Any reference in this Agreement to a clause, Schedule or Appendix is a reference to a clause, Schedule or Appendix of this Agreement and references in any Schedule or Appendix to paragraphs relate to the paragraphs in that Schedule or Appendix. 2.5.2 The Schedules and Appendices form part of this Agreement and will have the same force and effect as if expressly set out in the body of this Agreement and any reference to this Agreement will include the Schedules and Appendices. 2.6 Writing: Any references to “writing” or “written” includes references to any communication effected by post, facsimile, email or any comparable means. 3 TERM 3.1 This Agreement shall unless terminated in accordance with clause 19, commences on the Effective Date and shall continue for an initial period of five (5) years therefrom (the “Initial Term”) with the option for the City to grant an annual renewal,as set forth in Schedule 2 to this agreement, exercisable by a writing by the City Manager and the City Attorney unless terminated earlier in accordance with clause 19, below. 4 CUSTOMER USE OF THE SERVICE 4.1 Supplier grants Customer a license to access and use the Service during the Term via the internet under and subject to the terms of this Agreement. Supplier reserves the right to make changes and updates to the functionality and/or documentation of the Service from time to time. 5 FEES AND PAYMENT 5.1 Customer agrees to pay fees as set forth in the Pricing Schedule. (“the Service Fees”). 5.2 The Service Fees are to be paid annually in advance commencing on the Effective Date of this agreement and are non-refundable. 5.3 The Service Fees shall be billable and payable annually in advance for a twelve (12) month period at a time (“a Service Year”) on the anniversary of the Effective Service Date (“the “Renewal Date”) for the first year and for each year thereafter the Service Fees shall be payable annually in advance on each subsequent anniversary of the Renewal Date. One month prior to the expiry of a Service Year (“Service Year Expiry Date”) the Service Fees for the Service Year will be invoiced by the Supplier to the Customer in respect of the Service to be provided in the following Service Year. The Customer shall pay the Service Fees on or before the relevant Service Year Expiry Date. 5.4 Where any additional Service(s) is acquired by the Customer during the period between one Renewal Date and the next Renewal Date (“the Installation Year”) the Service Fees payable shall be calculated pro-rata, from the date of the Purchase Order for the Service(s) in the