Reso 2013-2082 - Laserfiche WebLink

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13. TERMINATION: A. Termination for Cause. If, through any cause within their reasonable control the Consultant shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this agreement, the City shall have the right to terminate the services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of the agreement and grant Consultant ten (10) days to cure such default. If the default remains uncured after ten(10)days the City may terminate this agreement. (i). In the event of termination, all finished and unfinished documents, data and other work product prepared by Consultant (and sub consultant(s)) shall be delivered to the City and the City shall compensate the Consultant for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 3 herein. (ii). Notwithstanding the foregoing, the Consultant shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Consultant and the City may reasonably withhold payments to Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the services then remaining to be performed at any time by giving written notice which shall become effective ten (10) days following receipt by Consultant. The terms of subparagraph A(i) and (ii) above shall be applicable hereunder. In the event of termination for convenience, the City will only be responsible for costs reasonably rendered by the Consultant up to the notification date of termination. C. Termination for Insolvency. The City also reserves the right to terminate the remaining services to be performed in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 14. NOTICES: All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: 's1 ) C1011-069 Logistics Management Group Agreement for Jazz Fest October 2011 4 -i