David Place 9/11/2018 - Laserfiche WebLink

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, the 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 the 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. Service Provider reserves the right to terminate this Agreement with not less than sixty (60) days written notice. In the event Service Provider's outstanding invoices are not paid in accordance with this Agreement, the Service Provider may provide written notice to the City and if past due invoices are not paid within 30 days after delivery of the notice,then this Agreement terminates on day 30. If Service Provider is unavailable to perform the scope of services,the City may, at its option, cancel this Agreement immediately. 8. Not Used 9. Subletting/Assignment of Contracts. Service Provider shall not sublet or assign any of the Work without the express,prior written consent of the City. 10. Indemnification. The City shall indemnify and hold harmless the Service Provider from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of and resulting from the actions and recommendations of the Disputes Review Board. 11. Not Used. 12. Independent Contractor. A. This Agreement neither constitutes nor creates an employer-employee relationship. Service Provider must provide services under this Agreement as an independent contractor. Service Provider must comply with all federal and state laws and regulations applicable to independent contractors including, but not limited to, the requirements listed in this Section 12. Page 3 (Form Approved by City Attorney's Office January 7,2010,updated November 21,2016)