Agenda - Council - 02/23/2016 - Laserfiche WebLink

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bankruptcy or insolvency; or (3) the sale or merger of Consultant's business and/or change in majority ownership. Additionally, this agreement may be terminated by either party upon thirty days written notice without cause. In the event of termination, City shall pay Consultant for all undisputed services rendered prior to termination, and copies of plans, reports, specifications, electronic drawing/data files, field data, notes, and other documents, written, printed or recorded on any medium, finished or unfinished, prepared by the Consultant pursuant to this Agreement and pertaining to any work or projects, subject to provisions of Section 8.10, shall be made available to the City. All provisions of this agreement allocating responsibility or liability between the City and Consultant shall survive the completion of the Service(s) and/or the termination of this Agreement. Section 7.02. TERMINATION FOR FAILURE TO MAKE AGREED-UPON PAYMENTS. Should the City fail to pay Consultant all or any part of the compensation set forth in Article 4 of this Agreement on the date due, the Consultant may stop work or terminate this Agreement if the failure is not remedied by the City within thirty (30) days from the date payment is due. ARTICLE 8. GENERAL PROVISIONS Section 8.01. NOTICES. Any notices given hereunder by either party to the other shall be in writing and may be effected by personal delivery with signed receipt or by registered or certified mail with postage prepaid and return receipt requested. Mailed notices shall be addressed to the corporate office of the parties appearing in the introductory paragraph of this Agreement. Notices delivered personally or by mail will be deemed communicated as of the date of actual receipt. Section 8.02. ASSIGNMENT. Except for the Consultant's use of necessary outside consultants, the Consultant and the City shall not assign or delegate their respective obligations under this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld. Section 8.03. ENTIRE AGREEMENT OF THE PARTIES. This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by Consultant for the City and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made, orally or otherwise, by any party, or by anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged. Section 8.04. INDEMNIFICATION. The Consultant agrees to defend, indemnify, and hold harmless the City and its employees and officers from and against any and all liability, loss, damages, judgments, claims, counterclaims, demands, actions and expenses (including reasonable attorney's fees), which the City may hereafter sustain, incur, or be required to pay to the extent caused by any negligent act or omission or intentional wrongful act of the Consultant, its agents, officers, or employees during the performance of the Agreement. 5