Reso 2012-1885 - Laserfiche WebLink

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material to this agreement, the City shall have the right to temlinate the serviecs 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 tenninate this agreement ~ (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Consultant (and sub cOl1sultant(s)) shall be delivered to the City and the City shall compensate the Consultant for all services satisfactorily performed prior to the date oftennination, as provided in Pamgmph 4 herein. (ii.) 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 payments to Consultant for the purposes of set-off until such time as the exact amOlmt of damages due the City from the Consultant is determined. B. Termination for Convenience of Citv. The City may, for its convenience and without cause tenninate the services then remaining to be perfomled at any time by given written notice which shall become effective ten (10) days following receipt by Consultant. The terms of Paragraphs A(i) and (ii) above shall be applicable hereunder. C. Termination for Insolvencv. The City also reserves the right to temlll1ate the remaining Services to be performed in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes any assigrunent for the benefit of creditors. 10. ASSIGNMENTS, TRANSFERS. SUBCONTRACTING. The Consultant shall not subcontmct, assign or transfer any work under this agreement with the prior written consent of the City. Should the Consultant subcontract any services under this agreement, it shall be done with continued liability for the Consultant. The Consultant shall remain responsible for services, responsibilities and liabilities of any person or cntity acting under Consultant. 11. TIME OF COMPLETION. The services to be rendered by the Consultant shall be commenced upon execution of this contract and shall be completed within the time specified in Attachment "A", attached hereto and made a part hereof. A reasonable extension of time shall be granted in the event the work of the Consultant is delayed or prevented by the City or by circumstances beyond the reasonable control of the Consultant including weather conditions of acts of God which render the perfonnance of the Consultant's duty impracticable. 12. 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. 13. ARBITRATION. It is the intention of the parties that whenever possible, jfa 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. Page 4 of7 C1112-025 Strategic Government Resources (SOR) Agreement (' I W-' ..) 0