10A Action 2011 0418 Supplement - Laserfiche WebLink

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within forty-five (45) calendar days (or within such other time period as the Customer and Redflex shall mutually agree, which agreement shall not be unreasonably withheld or delayed) after written notice from the appropriate party setting forth in reasonable detail the events of the cause for termination or breach. Termination of this Agreement shall not be enforceable or effective unless the terminating party mails written notice of termination to the non - terminating party not less than forty -five (45) calendar days prior to the Agreement termination date and provides to the non - terminating party the opportunity to remedy or cure the cause of the termination or breach within the forty - five (45) calendar day time period provided herein. 7.2. TERMINATION FOR CAUSE RELATED TO FINANCIAL FEASIBILITY REVIEW. On the first day of the 49 month of this Agreement, Customer and Redflex shall commence a Financial Feasibility Review (the "Financial Feasibility Review "), which shall be limited to the determination by the both Customer and Redflex regarding whether Gross Revenue ("Gross Revenue ") from the Program is 1) sufficient to pay in full Redflex's monthly invoice submitted to the Customer and 2) sufficient to pay in full Customer's Program related employee staffing costs in the monetary amount of not more than $5,000.00 per month. If the Customer and Redflex determine that the Gross Revenue from the Program is not sufficient to pay in full the Redflex monthly invoice and staffing costs in the monetary amount of not more than $5.000 per month. then the Parties shall meet as often as necessary to resolve any Gross Revenue deficiency and Redflex shall propose, if feasible, possible alternative financial arrangements. If such possible alternative financial arrangements as proposed by Redflex are not acceptable to the Customer, the Customer shall have the right, but not the obligation, to terminate this Agreement for cause on or about the first day of month 61 of this Agreement. During the duration of the Financial Feasibility Review in month 49 through month 60 of this Agreement, Customer shall continue to pay in full to Redflex the monetary amounts expressly set forth in this Agreement. "Gross Revenue" is defined as any and all monetary amounts received by the Customer as a result of and/or associated with the Program during the Operational Period of the Program. 7.3. RIGHTS AND REMEDIES. In connection with any breach and /or termination of this Agreement, Redflex shall have and hereby reserves, in full, all rights and remedies available in law and/or in equity. The rights to terminate this Agreement shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach of this Agreement. 7.4. TEMPORARY SUSPENSION OF AGREEMENT TERM. 7.4.1 The Term of this Agreement shall be temporarily suspended (the "Temporary Suspension Period ") pursuant to and in accordance with a binding Court Order of the Appellate Division of the California Superior Court in Alameda County until such time as the terms and conditions of the Agreement can be lawfully performed to the satisfaction of the Customer and Redflex. During the Temporary Suspension Period, the Parties agree as follows: A) the Customer shall not be obligated to pay to Redflex the monetary amounts expressly stated "EXHIBIT D ", entitled, "COMPENSATION & PRICING" of the Agreement; and B) Redflex shall not be obligated to provide, furnish, perform and/or render the products and services expressly stated in the Agreement; and C) the Term of the Agreement shall be tolled such that the number of months remaining of the Agreement Term at the commencement of the Temporary Suspension Period shall be equal to the number of months remaining of the Agreement Term at the end of the Temporary Suspension Period. 10