Reso 2010-1643 - Laserfiche WebLink

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14. TERMINATION. a. Termination for Default. 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. 1. 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 Contractor shall compensate the City in accordance with Section 3 of this Agreement. 11. 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. lll. After receipt of a Termination Notice and except as otherwise directed by the City, the Contractor shall: 1. Stop work on the date and to the extent specified; 2. Terminate and settle all orders and subcontracts relating to the performance of the terminated work; 3. Transfer all work in process, completed work and other materials related to the terminated work to the City; and 4. Continue and complete all parts of that work that have not been terminated. b. Termination for Convenience of City. The City may, for its convenience and without cause terminate the services then remaining to be performed provided that the Contractor is given ten (10) days notice. In such an event, the provisions of subparagraph (a)i.-iii. above shall be applicable. 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. 15. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the Contractor pursuant to this agreement and related services to this agreement are intended and represented for the ownership of the City only. Any other use by Contractor or other parties shall be approved in writing by the City. Contractor shall deliver to the City for approval and acceptance, and before being eligible for final payment or any amounts due, all documents and materials prepared by, and for, the City under this Agreement. All oral and