Reso 2023-3588 - Laserfiche WebLink

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resulting from injuries or damages sustained by any person or property. In the event any lawsuit or other proceeding is brought against City by reason of any such claim, cause of action or demand, Consultant shall, upon written notice from City, resist and defend such lawsuit or proceeding by counsel satisfactory to City. The Parties agree that One Hundred Dollars ($100.00) represents specific consideration to the Consultant for the indemnification set forth in this Agreement. The Consultant expressly agrees not to divulge, publish, or communicate any information regarding the City and or its police department to any persons or entities without the express written consent of the City. All information obtained by the Consultant during this Agreement and all suggestions and recommendations made by the Consultant to the City shall remain the proprietary information of the City, and the Consultant shall keep all such information confidential. IV. TERM: The Term of this Agreement shall commence upon execution of this Agreement by both Parties and continue for a period of twelve (12) months thereafter. This Agreement may be extended upon mutual written agreement of the Parties for an additional two (2) twelve (12) month renewal terms. V. TERMINATION: A. If, through any cause within reasonable control, the Consultant shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of the Agreement and grant Consultant ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this Agreement, and the City shall receive a refund from the Consultant in an amount equal to the actual cost of a third party to cure such failure. If Consultant fails, refuses or is unable to perform any term of this Agreement, City shall pay for services rendered as of the date of termination. 1. In the event of termination, all finished and unfinished documents, data and other work product prepared by Consultant shall be delivered to the City and the City shall compensate the Consultant for all Services satisfactorily performed prior to the date of termination. 2. Notwithstanding the foregoing, the Consultant shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Consultant and the City may reasonably withhold payment to Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined. Douglas W. Robertson — Agreement Page 4 of 9