Reso 2025-3915 - Laserfiche WebLink

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3. This Letter Agreement may be terminated by the City without cause upon ten (10) days' written notice to the Consultant. In the event of such a termination without cause, the Consultant shall be compensated for all services completed pursuant to this Letter Agreement to the satisfaction of the City up to and through the date of termination, together with Reimbursable Expenses incurred. In such event, the Consultant shall promptly submit to the City its invoice for final payment and reimbursement which invoice shall comply with the provisions of Section 2.5 of EXHIBIT "F" of the Continuing Services Agreement and Section F of this Letter Agreement. 4. Under no circumstances shall the City make payment of profit or overhead for work that has not been performed. Additionally, the City shall not make payment for the following items: a. Anticipated profits or fees to be earned on completed portions of the work; b. Consequential damages; c. Costs incurred in respect to materials, equipment or services purchased or work done in excess of reasonable quantitative requirements of this Letter Agreement; d. Expenses of Consultant due to the failure of Consultant or its subconsultants to discontinue the work with reasonable promptness after notice of termination has been given to the Consultant; e. Losses upon other contracts or from sales or exchanges of capital assets or Internal Revenue Code Section 1231 assets; and f. Damage or loss caused by delay. IIlls QM 0MAa-17_10.3a W 1. 2. E. SCHEDULE The Consultant will commence work upon receipt of an executed Letter Agreement and shall perform its services as expeditiously as practical to meet the project schedule attached as EXHIBIT "1" to this Letter Agreement. 2. Upon receipt of the fully executed Purchase Order, the Consultant shall commence services to the City, and shall continuously perform services to the City, without interruption, in accordance with the time frames set forth in the "Project Schedule," a copy of which is attached and incorporated into this Letter Agreement as EXHIBIT "l." The number of calendar days from the Commencement Date, through the date set forth in the Project Schedule for completion of the Project or the date of actual completion of the Project, which ever shall last occur, shall constitute the Contract Time. 3. No Damages for Delay: The Consultant shall not be entitled to any claim for damages including, but not limited to, loss of profits, loss of use, home office overhead expenses, equipment rental and similar costs on account of delays in the progress of the Project from Authorized City Representative's Initials: Authorized Consultant Representative's Initials:4;Z�, 48