R2003-28 AUTHORIZING AGREEMENT - Laserfiche WebLink

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. , shall remain the property of Consultant and shall be immediately returned to Consultant upon its request or upon completion of the services. C. Neither party to this contract shall assign the contract or sublet in whole or in part to a third party nor transfer, by operation of law or otherwise, any or all of its rights, responsibilities, duties, commitments, or obligations under the contract, without the written consent of the other. D. The City and the Consultant agree not to solicit for employment or to employ any employee of the other party for a period of twelve (12) months following the conclusion of the work perFormed under the Statement of Work. E. The Professional Services provided pursuant to the Statement of Work are warranted to be performed by Consultant in a manner consistent with good practice in the computer services industry. Consultant warrants it will proceed with that work with diligence, and in the event the services are not in conformance with this warranty, Consultant will supply services to correct or replace the work at no charge to the City. This is City's exclusive remedy for breach of warranty. F. Consultant's liability to City for any cause arising out of the Professional Services provided under the Statement of Work is limited to an amount equal to the total paid to Consultant for such Professional Services. In no event will Consultant be liable for any incidental or consequential damages including damages resulting from loss of data or use, lost profits, claims, actions or demands against City by any other party. City agrees to defend, at its expense, and to indemnify Consultant against any award of damages and costs based on the claim that any materials or documentation provided by City to Consultant during this engagement infringes a US patent, copyright or other intellectual property right of any third party. Such waiver of liability does not include personal injury or damage to real or personal property occurring during the course of the project. G. Time is of the essence in the execution of this contract, and the City shall not be liable for damages resulting from delay or disruption of the work not due to the actions of the City or its agents or employees. The Consultant agrees to pursue the completion of this project in a diligent and timely manner. Should the Consultant fail to commence work or a portion thereof within the specified time, or to prosecute said work continuously with sufficient workmen and equipment or, by reasons of dereliction, mismanagement, nonperformance, lack of due diligence, or failure to conform to technical requirements and specifications, fail to insure its completion within the time specified by the agreed upon progress schedule, or to perform in a safe manner, or to comply with any other provision of the contract, the City may elect to give notice in writing of such default, , specifying the same. If the Consultant, within a period of seventy-two (72) hours after receipt of such notice, shall not proceed in accordance therewith to remedy such default, then the City shall have full power and authority, without process of law and without violating the contract, to terminate the contract or, at the City's sole option, to take the prosecution of the work, or a portion thereof, away from the Consultant and complete it by contracting with other parties or using such other measures as in the City's opinion are necessary for its completion, including the use of the equipment, plant, and other property of the Consultant which is associated with the work. 2