Reso 2014-2351 - Laserfiche WebLink

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11. TERMINATION. A. If, through any cause within the 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. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub Contractor(s)) shall be delivered to the City and the City shall compensate the Contractor for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 5 herein. (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 payments 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 Citv. The City may, for its convenience and without cause terminate the services then remaining to be performed at any time by giving written notice which shall become effective ten (10) days following receipt by Contractor. The terns of Paragraphs A(i) and (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. 12. ASSIGNMENTS, TRANSFERS, SUBCONTRACTING. The Contractor shall not subcontract, assign or transfer any work under this agreement with the prior written consent of the City. Should the Contractor subcontract any services under this agreement, it shall be done with continued liability for the Contractor. The Contractor shall remain responsible for services, responsibilities and liabilities of any person or entity acting under Contractor. 13. WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly, voluntarily and intentionally, waive the right which any may have to a jury trial in respect of any action, proceeding, litigation or counterclaim based hereon or arising out of, under, on or in connection with this agreement or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either of party. 14. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. CI 112-057 — LUKES- SAWGRASS LANDSCAPING Page 5 of 8