Reso 2022-3424 - Laserfiche WebLink

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Agreements or Letter Agreements that have deadlines, time will be of the essence unless stared othenvise_ The C'nnsnitsnt shall he compensated for the service at the rate in effect when this extension clause is invoked by the City, SECTION 5 TERMINATION 5.1 Termination for Convenience; This Agreement may be terminated by the City for convenience upon ten (10) calendar days' written notice to the Consultant. In the event of such termination, any Services performed by the Consultant under this Agreement shall, at the option of the City, become the City's property, and the Consoltant shall be entitled to receive compensation for any Services completed pursuant to this Agreement to the satisfaction of the City up to and through the date of termination. Under no circumstances shall City make payment for services that have not been performed. Additionally, the City shall not make payment for (lie following items: 5.1.1 Anticipated profits or fees to be earned on completed portions cif (lie work; 5,1,2 Consequential damages; 5,1.3 Costs incurred in respect to services performed in excess of reasonable quantitative requirements of this Agreement and Project Agreements) or Letter Agreement(s); 5.1,4 Expenses of Consultant due to the failure of Consultant or its subconsultanis to discontinue services after notice of termination has been given to the Consultant nsultant; 5,1.5 Losses upon other contracts or from sales or exchanges of capital assets or Internal Revenue Code Sections 1231 assets; and 5.1,6 Damage. or loss caused by delay. 5,2 Termination for Cause; This Agreement way be torrninated by the City upon tett (10) calendar days written notice to the Consultant should (lie Consultant be adjudged bankrupt, insolvent, violates the law, or fails to sahstantially perform in accordance with the material te,mi3 of this Agreement. If, through any cause within reasonable control, the Consultant shall fail to fulfill its a timely manner or otherwise violate any of the covenants, agreements or stiputations material to this Agreement, the City shall have the right to temiinaw 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) dtry5 the City may tetmiinate this Agreement, and the City shall receive a refund from the Consultant in an amount equal to the actual cast of a third party to cure such failure. II' Consultant fails, refuses or is unable to perform any term of this Agreement, the City shall pay for services rendered as of the date of termination. 5.2.1 in the event of termination, all finished and unfinished documents, data and other work, product prepared by the Consult -wit shall be delivered to the City and the City shall compensate the Consultant for all Services satisfactorily perfonned prior to the date of termination. 5.2,2 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 payment to the Consultant for the purposes of set-off until such time as the exact amount of damages due the City frons the Consultant is determined. Authorized City.Repres9YIWW's Initials: ;O AuthorIzed Consultant Repres6nlativa's Initials: P 4