Christine Clark 1/18/2018 - Laserfiche WebLink

to review by the City, and if found to be unacceptable, Artist shall correct and deliver to the City any deficient Work at Artist's expense with all practical dispatch. Artist shall abide by the City's determinations concerning acceptability of Work. 8. Termination of Contract. City reserves the right to terminate this Agreement at any time by sending written notice of termination to Artist ("Notice"). If the termination is due to any breach or default by the Artist, the City shall first notify the Artist of the breach or default, and allow the Artist a reasonable period of time to cure the default or breach. 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 Artist (whether by fax, mail, delivery or other method reasonably calculated to be received by Artist in a reasonably prompt manner) or three calendar days after issuance of the Notice. Upon the Notice Date, Artist shall immediately commence to end the Work in a reasonable and orderly manner. Unless terminated for Artist's material breach, the Artist 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. The Notice shall be sent by the United States Mail to Artist's address provided herein, postage prepaid, certified or registered mail, return receipt requested, or by delivery. In addition, the Notice may also be sent by any other method reasonably believed to provide Artist actual notice in a timely manner, such as fax. The City does not by this section 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 the Artist (a) any damages, expenses or costs arising out of any such violations, breaches, or non-performance and (b) any other backcharges or credits. 9. Changes. The City may, from time to time, unilaterally make reasonable changes to the scope of the services of the Artist to be performed hereunder, but in such case, the Artist shall be entitled to an equitable adjustment of compensation and schedule. Such changes, including any increase or decrease in the scope of work (and resulting increase or decrease in compensation), shall: (a) be made only in writing and signed by an authorized City representative, (b) be explicitly identified as a Change Order and(c) become a part of this Agreement. 10. Subletting/Assignment of Contracts. Artist shall not sublet or assign any of the Work without the express, prior written consent of the City. 11. Indemnification. A. General. To the extent of its fault only, Artist will defend and indemnify the City from any and all Claims relating to, or arising out of, Artist's performance of this Agreement. Artist will defend and indemnify the City whether a Claim is asserted directly against the City, or whether a Claim is asserted indirectly against the City, e.g., a Claim is asserted against someone else who then seeks contribution or indemnity from the City. The amount of insurance obtained by, obtainable by, or required of Artist does not in any way limit Artist's duty to defend and indemnify the City. The City retains the right to approve Claims investigation and counsel assigned to said Claim and all investigation and legal work regarding said Claim shall be