Century Pacific LLLP 10/5/2022 - Laserfiche WebLink

full compensation for Work perfoirned or serveces rendered as described in Exhibit 1, including, but not limited to, all labor, materials, supplies, equipment, and incidentals necessary to complete the Work. C. Service Provider may receive payinent as reimbursement for Eligible Expenses actually incurred. "Eligible Expenses" rrfeans. those types and amounts of expenses approved for reimbursement by the City. If approval for reimbursement is not obtained from the City prior to Service Provider's incurring the expense, Service Provider acknowledges that the City retains the option not to reimburse Service Provider; Eligible expenses shall not exceed $500.00. D. Total compensation, including all services and expenses, shall not exceed a maximum of $45,s00.040. E. If.Service Provider fails or refuses to accept direction or carry out the reasonable directions of the City in performance of its work, the City may; in addition to any other remedy, withhold from any payment otherwise due an amount that the City in good faith believes is equal to the cost to the City of correcting; te-procuring, or remedying any damage caused by. Service Provider's conduct. 5. Termination of Contract. City reserves the right to terminate this Agreern-ient at any dine by sending written notice: of tefluination. to Service Provider ("Notice"). The Notice shall specify a tel ruination. date ("Termination Date") at least fourteen (14) days area• the date the Notice is issued. The Notice shall be effective ("Notice Date") upon the earlier of either actual receipt by Service Provider (whether by email,_ mail, delivery -or other method reasonably calculated to be received by Service Provider iri a reasonably prompt Manner) or three calendar days after issuance of the Notice. Upon the Notice Date, Service Provider shall immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for ServiceProvider's material breach, Service Provider shall be paid or reimbursed for: (a) all hours worked and Eligible Expenses incurred up to the Notice Date, less all payments previously made; and (b) those hours worked anal Eligible Expenses incurred after the Notice Dates but prior to the Termination Date, that Were reasonably necessary to terminate the Work in an orderly Manner. Notices Under this Section 7 shall. be sent by the United States Mail to Service Provider's address provided herein, postage prepaid, or by delivery. In addition, Notices may also be sent by any other. method reasonably believed to provide Service Provider actual notice in a timely manner, such as email. The City does not by this Section 7 waive, release, or forego any legal remedy for any violation, breach, or non-performance of any of the provision of this Agreement, At its sole option, City may deduct from the final payment due Service Provider (a) any darnages, expenses or costs arising out of any such violations, breaches, or non-performance and (b) any other backcharges or credits. The City shall not pay Service Provider for any expenses incurred or work done -following the effective date of termination unless authorized in writing by the City before the expenses are incurred or the work is done. 6. Chang -es. The City may, from time to time, unilaterally decrease the scope of the services of Service Provider to be performed hereunder. Such decrease in the scope of work (and resulting decrease in compensation), shall: (a) be made only in writing and signed by an authorized City representative, (b) be explicitly identified as such and (c) become a part of this Agreement. 7. Subletting/Assignment of+Contracts. Service Provider shall not Sublet or assign. any of the Work without the express, prior written consent of the City, 8. Indemnification. Page 2 (For uu Approved by City Attorriey's Office January 1, 2010, updated March 13, 2022)