25D - AGMT - JANITORIAL SRVS - Laserfiche WebLink

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or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 12, TERMINATION FOR CAUSE a. If Contractor at any time refuses or neglects to prosecute its services in a timely fashion or in accordance with the Scope of Services and provisions of the RFP incorporated by reference herein, or is adjudicated a bankrupt, or commits any act of insolvency, or makes an assigmnont for the benefit of creditors without the City's consent, or fails to make prompt ! payment to persons furnishing labor, equipment, materials or services, or fails in any respect to properly and diligently prosecute its services, or otherwise fails to perform fully any and all of the agreements herein contained, Contractor shall be in default. b. If Contractor fails to cure the default within seven (7) days after written notice thereof, the City may, at its sole option, talce possession of any documents and data or other materials (in paper and electronic form) prepared or used by Contractor in connection with the Agreement and (1) provide any such work, labor, materials or services as may be necessary to overcome the default and deduct the cost thereof from any money then due or thereafter to become due to Contractor under this Agreement; or (2) terminate Contractor's right to proceed with this Agreement. C. in the event the City elects to terminate, the City shall have the right to immediate possession of all documents and data and work in progress prepared by Contractor, whether located at the Project, at Contractor's place of business, or at the offices of a sub - Contractor, and may employ any other person or persons to finish the Services and provide the materials therefor. In case of such default termination, Contractor shall not be entitled to receive any further payment under this Agreement until the Agreement is completely finished. At that time, if the expenses incurred by the City in obtaining the services necessary to complete the scope of services under the Agreement exceed such unpaid balance, then Contractor shall promptly pay to the City the, amount by which such expense exceeds the unpaid balance. The expense referred to in the previous sentence shall include expenses incurred by the City in causing the Services called for under this Agreement to be provided by others, for attorneys' fees, and for any costs or damages sustained by the City by reason of Contractor's default or defective work, 25D -8