Reso 2016-2569 - Laserfiche WebLink

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Section 7. Responsibilities of VENDOR. Neither CITY's review, approval or acceptance of, nor payment for any of the materials and services required shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. VENDOR shall be and always remain liable to CITY in accordance with applicable law for any and all damages to CITY caused by VENDOR'S negligent or wrongful provision of any of the materials and services furnished under this Agreement. Section 8. Termination. (a) CITY may, by written notice to VENDOR terminate this Agreement or any • Purchase Order issued hereunder, in whole or in part, at any time, either for CITY's convenience or because of the failure of VENDOR to fulfill its Agreement obligations. Upon receipt of such notice, VENDOR shall immediately discontinue all services affected, unless the notice directs otherwise. (b) If the termination is for the convenience of CITY, VENDOR shall be paid compensation for services performed to the date of termination. (c) If the termination is due to the failure of VENDOR to fulfill its Agreement obligations, CITY may take over the work and prosecute the same to completion by other agreements or otherwise. In such case, VENDOR shall be liable to CITY for all reasonable additional costs occasioned to CITY thereby. VENDOR shall not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of VENDOR; provided, however, that VENDOR shall be responsible and liable for the actions of its agents, employees,persons and entities of a similar type or nature. Such causes may include acts of God or of the public enemy, acts of CITY in its sovereign or contractual capacity, fires, floods, epidemics, Contract for Outfitting Police Vehicles Page 4 of 15 SIB