Reso 2024-3681 - Laserfiche WebLink

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DocuSign Envelope ID: 3D5E6550-0442-4D84-8DA4-B9A407230064 INCORPORATION BY REFERENCE AND ENTIRE AGREEMENT. The foregoing "Whereas" clauses are hereby incorporated by reference and affirmed and ratified by the parties as true and correct. The Documents which comprise this Agreement between the CITY and the CONSULTANT are attached hereto, made a part hereof and consist of the following: A. This Agreement; B. RFQ 2023-04 Building Inspection & Plans Review Services, attached hereto as "Exhibit All; C. CONSULTANT'S Proposal attached hereto as "Exhibit B",- D. ";D. Fee Schedule attached hereto as "Exhibit C". In the event of a conflict between any of the terms and conditions in the Exhibits and this Agreement, this Agreement shall prevail. If this Agreement is silent with regard to any conflict, "Exhibit A" shall prevail. NOW, THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties do hereby agree as follows: Additional Terms and Conditions SECTION 1. SERVICES &TERM. 1.1 The CONSULTANT shall provide the Services to the CITY on an as -needed basis, which determination of need will be at the sole and absolute discretion of the CITY. The CITY will provide written notice to the CONSULTANT of any requested Services and the CONSULTANT shall respond to such notice within one (1) business day with an estimate of the time required to complete the Services. The CITY shall review and approve any proposed Services prior to CONSULTANT proceeding with the work. Failure to obtain CITY approval may result in non- payment of any associated costs. 1.2 This Agreement shall commence upon the effective date of the last party to duly execute this Agreement and shall remain in effect for a period of three (3) years, with two (2) one-year renewal options. . 1.3 The CITY has the right to terminate this Agreement for convenience and for any reason or no reason, in whole or in part, upon fifteen (15) days written notice to the CONSULTANT. Upon termination of this Agreement, and final payment of any undisputed outstanding amounts due for the work rendered prior to and through the date of the notice of termination, copies of all records, charts, and other documents related to the work performed under this Agreement, whether finished or not, shall be turned over to the CITY within ten (10) days. 1.4 If a Party fails to fulfill its responsibilities and duties under this Agreement in a timely manner, or otherwise violates or defaults upon, any of the covenants, agreements, or stipulations material to this Agreement, the non -defaulting Party, shall thereupon have the right to terminate this Agreement Page 2 of 11 118