Reso 2005-844 - Laserfiche WebLink

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08/22/2005 08:45 8535850510 PAGE 05 R&S Integrated - Standard Contract Document Final Version 11. Termination For Cause If, through any cause, R&S Integrated shall fail to fulfill in a timely and proper manner its obligations under this Contract, or if R&S Integrated shall violate any of the provisions of this Contract, SDLC may, upon a three (3) day written notice to R&S Integrated, immediately terminate the right of R&S Integrated to proceed under this Contract or with such part or parts of the Contract as to which there has been default, and may hold R&S Integrated liable for any damages caused to SDLC by reason of such default and termination. In the event of such termination, any completed services performed by R&S Integrated under this Contract shall, at the option of SOLC. become SDLC 's property and R&S Integrated shall be entitled to receive equitable compensation in accordance with Attachment :3 for any work completed to the satisfaction of SDLC, less any amounts which SOLC reasonably deems necessary to withhold in order to correct any defects or deficiencies in the work performed by R&S Integrated. R&S Integrated, however, shall not thereby be relieved of liability to SDLC for damages sustained by SOLe by reason of any breach of the Contract by R&S Integrated, and SOLC may withhold any payments to R&S Integrated for the purpose of set off until such time as the amount of damages can be determined, R&S Integrated shall not be held liable tor damages under this article solely for reasons Df delay if the delay is due to causes beyond its control and without its fault or negligence, but this shall not prevent SOLe from terminating this Contract because of such delay. In no event shall SOLe pay for profit Dr Dverhead on work not performed, 12 Proof-ot-Concept Definition In order to demonstrate the Laserfiche EDRMS key features and system functionality within the SDLC environment, while at the same time moving the EDRMS project forward with minimal additional effort or delay, R&.S Integrated will implement Phase I of the project within Student Services (as defrned in Phase One of the Implementation Plan and paragraph 5,2.1.1 in the GAP Analysis Report) for consideration as the ProDf-ot-Concept pilot installation, All required Laserfiche EORMS and AnyDoe Software data capture capabilities and functionality will be required for this Phase of the project, making it the ideal candidate as the Proof-of-Concept vehicle 13 Termination During Proof-of-ConceDt R&S Integrated will design and implement a pilot EDRMS installation (as defined in Paragraph 12 of this contract) in order to demonstrate key features and system functionality in the SOLe environment. Based on an evaluation of the EORMS during this pilot test. SOLe has the right to terminate this Contract and shall provide R&S Integrated with written notice of such intent to terminate. SDLC shall pay R&S Integrated for services performed prior to the termination date on a prorata basis per Attachments 3 and 4, 14. Termination For Convenience This Contract may be terminated by SDLC without cause upon thirty (30) day written notice to R&S Integrated. In the event of such a termination without cause, R&S Integrated shall be compensated for all services, together with reimbursable expenses incurred in accordance with Attachments 3 and 4, In such event, R&S Integrated shall promptly submit to SDLC its invoice for final payment and reimbursement under the terms of this Contract. R&S Intear::ltprl Prnr1IJrt" ..nrl ~"'!"\';"Q" In,.. F"" ~ r,.