City Council Study Session Agenda and Packet 2022 09 13

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Except as provided in section 22.0 hereof, Consultant shall not assign or delegate this Agreement or any portion thereof, or any monies due or to become due hereunder without the LRC's prior written consent. 12.0 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. 13.0 TERMINATION 13.1 This Agreement may be terminated by either party for material breach or default of this Agreement by the other party not caused by any action or omission of the other party by giving the other party written notice at least thirty (30) days in advance of the termination date. Termination pursuant to this subsection shall not prevent either party from exercising any other legal remedies which may be available to it. 13.2 In addition to the foregoing, this Agreement may be terminated by the LRC for its convenience and without cause of any nature by giving written notice at least fifteen (15) days in advance of the termination date. In the event of such termination, the Consultant will be paid for the reasonable value of the services rendered to the date of termination, and upon such payment, all obligations of the LRC to the Consultant under this Agreement will cease. The reasonable value of the services rendered to the date of termination in accordance with this Section shall reflect Consultant's progress on the benchmarks triggering compensation in Exhibit A (i.e., the "Cost" column in the "Deliverable, Cost, & Schedule" table), including reasonable costs incurred by Consultant in preparation for benchmarks not yet in progress. Termination pursuant to this subsection shall not prevent either party from exercising any other legal remedies which may be available to it. 14.0 INSPECTION AND AUDIT The LRC and its duly authorized representatives shall have access to any books, documents, papers, and records of the Consultant that are related to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions. 15.0 DOCUMENTS All computer input and output, analyses, plans, documents photographic images, tests, maps, surveys, electronic files and written material of any kind generated in the performance of this Agreement or developed for the LRC in performance of the Services are and shall remain the sole and exclusive property of the LRC. All such materials shall be promptly provided to the LRC upon request therefor and at the time of termination of this Agreement, without further charge or expense to the LRC. Consultant shall not provide copies of any such material to any other party without the prior written consent of the LRC. IN 11