Brian Borrello Inc 5/18/2018 - Laserfiche WebLink

required in this Agreement not later than 12/31/2018. Said information shall be subject 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. A. In General. The City may, from time to time during the First or Second Phases, 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. B. Second Phase. During the Second Phase, Artist may request approval by the City of minor changes to Approved Design, which approval the City will not unreasonably deny. No changes to the Approved Design may be executed by Artist without written approval from the City. During the Second Phase, the City may also request changes to the Approved Design. The Artist will make such City-requested changes, and Artist shall be entitled to an equitable adjustment of compensation and schedule. If Artist fails or refuses to correct its work during the Second Phase to conform to the Approved Design when so directed by the City, the City may withhold from any payment otherwise due an amount that the City in good faith believes is equal