O-1998-2261 - Laserfiche WebLink

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. e (a) Rieht of Either Partv to Terminate for Cause - This Agreement may be terminated by either of the parties hereto for failure by the other party to perform in a timely manner and proper manner its obligation under this Agreement. A signed, written notice of such termination shall be delivered to the other party by registered or certified mail and such termination shall take effect twenty (20) days after the notice is deposited in the mail, provided that the failure to perform has not been remedied by that time. By such termination, neither party may nullify obligations already incurred for performance or failure to perform before the date of termination. (b) Right of the CITY to Terminate for Convenience - This Agreement may also be terminated by the CITY for reasons other than failure by the CONSULTANT to perform in a timely manner and proper manner its obligations under this Agreement. A signed, written notice of such termination shall be delivered to CONSULTANT by registered or certified mail and such termination shall take effect not less than seven (7) days following the date that the notice is deposited in the mail or at 5:00 P.M. on the date the notice is received by the CONSULTANT, whichever is sooner. 10.4 Upon receipt of a notice of termination under any of the conditions under Paragraph 10.3, the CONSULTANT shall, unless' the notice otherwise directs, immediately discontinue all services in connection with the performance of this Agreement. Within thirty (30) days after receipt of the notice of termination, the CONSULTANT shall submit a statement, showing in detail the services performed under this Agreement prior to the effective date of termination. Data and study products prepared by the CONSULTANT under this Agreement shall be delivered to the CITY if requested. 10.5 Upon the conditions specified in Paragraphs 10.3 and 10.4 being met, the CITY shall promptly pay the CONSULTANT allowable costs incurred, less previous payments. The CITY will only be obligated to compensate the CONSULTANT in a just and equitable manner for those services performed prior to the effective date of termination and upon the CONSULTANT's submitting a statement of actual services performed and payment requested. 10.6 Notwithstanding the provisions of Section 10.5 above, the CONSULTANT shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any negligent act or omission or any breach of the Agreement by CONSULTANT. ARTICLE XI CONFIDENTIALITY 11.1 Any information determined to be confidential pursuant to the Texas Public Information Act that is provided to or developed by the CONSULTANT in the performance of this Agreement shall be kept confidential and shall not be made available to any individual or organization by the CONSULTANT without prior written approval of the CITY. ARTICLE XII INSPECTION OF RECORDS 12.1 The CONSULTANT shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by the CITY to assure proper accounting for all project funds. These records will be retained for three years after the expiration of this Agreement. .Page 5 of 9-