Reso 2022-3325 - Laserfiche WebLink

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recommendations made by the Contractor to the City shall remain the proprietary information of the City, and the Contractor shall keep all such information confidential. IV. Future Managed Services Fees: Notwithstanding the foregoing, in the event that the City engages Contractor at a later time any such future agreements or extensions to this Agreement shall be in writing, subject to the approval of the parties. V. Term: The term of this Agreement shall begin on the next business day following execution of this Agreement by both parties. Unless otherwise extended by both parties, this Agreement will terminate, and all the Services required to be provided by the Contractor under this Agreement will be completed within Eighteen (18) months or Five Hundred and Forty -Eight (548) days of the effective date of this Agreement. VI. Termination: A. If, through any cause within reasonable control, the Contractor 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 Contractor of its violation of the particular terms of the Agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this Agreement, and the City shall receive a refund from the Contractor in an amount equal to the actual cost of a third party to cure such failure. If Contractor fails, refuses or is unable to perform any term of this Agreement, City shall pay for services rendered as of the date of termination. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor shall be delivered to the City and the City shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set- off until such time as the exact amount of damages due the City from the Contractor 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 Contractor ten (10) days written notice. The terms of Paragraph VLA(i) and A(ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 257