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3. Term Of Agreement <br />(a) This Agreement shall take effect on the date first written above, and unless <br />terminated earlier pursuant to subsection (c) below, shall be in effect until the services <br />described in Exhibit "A" are completed. <br />(b) Time is of the essence with regard to the performance of the CONSULTANT's <br />duties under this Agreement. <br />(c) Either party may terminate this Agreement by tendering written notice to the <br />other party thirty days before the effective date of termination. In such event, or upon <br />request of the CITY, CONSULTANT shall assemble all CITY documents in the <br />CONSULTANT's possession and put them in order for proper filing and closing, and <br />deliver said documents to CITY. In the event of termination, CONSULTANT shall be <br />paid for work performed to the termination date. CITY shall make the final determination <br />as to the portion of tasks completed and the compensation to be made. <br />4. Comaensation <br />(a) ~~~ <br />CITY shall pay CONSULTANT a fee not to exceed $24,999 for all services and <br />other expenses provided or incurred in performing the Scope of Services in Exhibit "A". <br />In no event shall CITY be liable for paying more than $24,999 for CONSULTANT's <br />services rendered and expenses incurred per this Agreement. <br />(b) Expenses: <br />CITY shall not reimburse CONSULTANT for any expenses, incurred by <br />CONSULTANT in rendering services under this Agreement except as expressly <br />provided for in Exhibit "A". <br />(c) Schedule for Payments: <br />(i) CONSULTANT shall bill CITY c/o the City's Finance & Management <br />Services Agency, 20 Civic Center Plaza (M17), P.O. Box 1988, Santa Ana, CA <br />92702, for services rendered under this Agreement. Billing shall be made upon a <br />successful closing of the financing. <br />(ii) CITY shall pay fees and applicable expenses due under this <br />Agreement within thirty days of receiving such bills from CONSULTANT, unless <br />contested. Payment of any fee or reimbursement shall not constitute a waiver by <br />the CITY of any breach of any part of this Agreement. <br />5. Indemnification <br />To the fullest extent permitted by law (including, but not limited to California Civil <br />Code Sections 2782 and 2782.8) CONSULTANT shall indemnify, defend and hold <br />harmless the CITY and its officers, elected and appointed officials, employees and <br />volunteers ("CITY entities") from and against all claims, damages, injuries, losses and <br />Page 2 of 8 PROFESSIONAL SERVICES AGREEMENT <br />