Beth Bryant 6/22/2017 - Laserfiche WebLink

D. Total compensation, including all services and expenses, shall not exceed a maximum of$5000.00. 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,re-procuring,or remedying any damage caused by Service Provider's conduct. 5. Termination of Contract. City reserves the right to terminate this Agreement at any time by sending written notice of termination to Service Provider("Notice"). The Notice shall specify a termination date("Termination Date")at least fourteen(14)days after 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 fax,mail, delivery or other method reasonably calculated to be received by Service Provider in 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 Service Provider'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 and Eligible Expenses incurred after the Notice Date, 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,certified or registered mail,return receipt requested,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 fax. 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 damages, 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. No Disclosure. All records made available to Service Provider have been made available solely for the purpose of enabling Service Provider to review and redact pursuant to the Public Records act for the City, as directed by the City (the "City Purpose"). Service Provider may use records provided by the City(the "Provided Records") only to the extent required to accomplish the City Purpose. Service Provider shall not use, copy, disclose, disseminate or distribute the Provided Records or any part thereof for any other purpose without the prior written consent of the City. All of the Provided Records will remain the property of the City. A. Responsibilities of Service Provider. Service Provider will protect the Provided Records from any unauthorized use, disclosure, copying, dissemination or distribution. Service Provider specifically shall comply with all of the following: • Service Provider shall not allow the Provided Records or any part thereof to leave the possession of the Service Provider without the prior written consent of the City. • Service Provider shall ensure that proper and secure storage is provided for the Provided Records and take all reasonable and necessary precautions to maintain the confidentiality of,and prevent the accidental disclosure of, any part of the Provided Records. Page 2