Resolution 2021-91 - Laserfiche WebLink

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B. In addition to the foregoing, this Agreement may be terminated by the City for its convenience and without cause of any nature by giving written notice at least thirty (30) days in advance of the termination date. In the event of such termination, SBDC will be paid for the reasonable value of the services rendered to the date of termination, not to exceed a prorated daily rate, and upon such payment, all obligations of the City to SBDC under this Agreement will cease. Termination pursuant to this subsection shall not prevent either party from exercising any other legal remedies which may be available to it. 15. INSPECTION. The City and its duly authorized representatives shall have access to any books, documents, papers, and records of SBDC that are related to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions. 16. NO THIRD PARTY BENEFICIARIES. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to City and SBDC, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other third party on such Agreement. It is the express intention of the parties that any person other than City or SBDC receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only. 17. ASSIGNMENT. SBDC shall not assign or delegate this Agreement or any portion thereof, or any monies due or which become due hereunder without the City's prior written consent. 18. DEFAULT. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this Agreement, such party may be declared in default. 19. INTEGRATION AND AMENDMENT. This Agreement represents the entire Agreement between the parties and there are no oral or collateral agreements or understandings. This Agreement may be amended only by an instrument in writing signed by the parties. 20. PROVISIONS CONSTRUED AS TO FAIR MEANING. The provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 21. HEADINGS FOR CONVENIENCE. All headings, captions and titles are for convenience and reference only, and of no meaning in the interpretation or effect of this Agreement. 22. WAIVER. No waiver of any breach or default under this Agreement shall be a waiver of any other or subsequent breach or default. 23. AUTHORITY TO BIND. Each of the persons signing below on behalf of any party hereby represents and warrants that such person is signing with full and complete authority to bind the party on whose behalf of whom such person is signing, to each and every term of this Agreement. 24. SEVERABILITY. Invalidation of any specific provisions of this Agreement shall not affect the validity of any other provision of this Agreement.