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Support & Maintenance Agreement for MobilE.M.S TM FCELD DATA This Agrcement is made this day of , 2008, by and between the City of North Olmsted (City), and Clayton I.D.S., Ina (Company), as follows: 1. That in exchange for consideration herein staied the Company agrees to provide off-site soflware support and any available soflware maintenance updates based on Clayton IDS Inc. terms and conditions for the MobilE.M.S TM Field Data Collection System for the City of North Olmsted with the paid yearly support/maintenanee fees as set forth in the invoice due on or prior to 15" day of January, 2008, which has already been subnutted and is hereto as Exhibit "A". 2. The City, at its sold option, may tenninate this Agreement upon written notice and the Company will be compensated for any additional work, if applicable, at the current Company hourly rate and completed out side of the annual off-site software support and sofiwaze maintenance agreement as of the stated termination date. If the City's reason for termination is the substandard performance by Company, illegal or criminal conduct of the Company or substantial breach of this agreement, the City may temunate the agreement upon debvery of written notice of termination to Company's place of business with said termina++on to be effective immedia#ely and the City sha11 have no further obligation to compensate the Company. 3. The parties understand and agree tbax all ternis and conditions contained herein sha11 be binding and effective upon the parties and their respective successors and assigns. 4. If any part of this Agreement is held to be unenforceable, the rest of the Agreement wili nevertheless remain in full force and e$'ect. 5. This Agreement shall be subject to immediate tPrrnirat;on by the City, if funds are not appropriated for any fiscal period during the term of this contract, or when the City has exhausted all funds Iegally available for all payments due under this Agreement 6. The Company agrees not to violate the confidenfiality of the City through the release or disclosure of E.M.S. documents or any other information made available by the City in the conduct of said project, without City's express conscnt, except where such disclosure is required by a court or governmental agency of competent jurisdictian. 7. The Company wamants that it has not employed or retained any company or person other than a bona fide ernployee working solely for the Company to solicit or secure this Agreement, and that the Company has not paid or has not agmed to pay any fee, commission, percentage, brokerage fee, or other consideration contingent upon or resulting from the awarding or making of this Agreement The Company warrants that it is not pmhibited from contracting with the City by any provision of the Qhio Revised. Code relating to conflicts of interest, illegal interest in govemment confirdcts, or any other ethical prohibition. For breach or violation of this warranty, the City shall have the right to annul this Agreement with no further obligation or penalty and shall have the right to recover the full amount of any such fee, commission, percentage, bmkerage fee, or contingent fee and the full amount of the costs of the Contract. Page 1 of 2