Reso 2025-3914 - Laserfiche WebLink

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Agreements or Letter Agreements that have deadlines, time will be of the essence unless stated otherwise. The Consultant shall be 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 Consultant 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 the following items: 5.1.1 Anticipated profits or fees to be earned on completed portions of the 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 Agreement(s) or Letter Agreement(s); 5.1.4 Expenses of Consultant due to the failure of Consultant or its subconsultants to discontinue services after notice of termination has been given to the Consultant; 5.1.5 Losses. upon other contracts or from sales or exchanges of capital assets or Internal Revenue Code Section 1231 assets; and 5.1.6 Damage or loss caused by delay. 5.2 Termination for Cause: This Agreement may be terminated by the City upon ten (10) calendar days written notice to the Consultant should the Consultant be adjudged bankrupt, insolvent, violates the law, or fails to substantially perform in accordance with the material terms of this Agreement. If, through any cause within 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, and the City shall receive a refund from the Consultant in an amount equal to the actual cost of a third party to cure such failure. If 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 Consultant shall be delivered to the City and the City shall compensate the Consultant for all Services satisfactorily performed 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 from the Consultant is determined. Authorized City Representative's Initials Authorized Consultant Representative's Initials: MDK 4