AgdaPkt 2019-05-20 Joint SA PFA - Laserfiche WebLink

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6.F. - Page 17 of 180 9.2 Termination for Cause by City. In the event of a material breach of this Agreement by Consultant, City shall provide Consul tantwith written notice of the breach, with such sufficient detail so the Consul tantcan readily understand the claim for breach and commence to cure the breach. Consultant's direct faiIuretodeliver any of the Services and del iverabl es will be considered a material breach. Cons uItantsha II havethi rty (30) calendar days fromthe date of its receiptof such notification to cure such breach. If the material breach is notcured withinthat time period, the City mayterminate this Agreement immediately. 9.3 Termination or Suspension for Cause by Consultant. In the event of a material breach of this Agreement by City, Consultantshall provide City with written noticeof the breach,with such sufficient detail sotheCity can readily understand the claimfor breach and commence to curethe breach. City shal I havethi rty (30) calendar days from the date of its receipt of such notification to cure such breach. If the breach is a payment breach and is not cured within the specified time period, then Consultant may either suspend performance under this Agreement or may terminate this Agreement immediately. if the breach is a non-payment breach and City does not cure such breach within the specified time, the Consultant will not havethe right to terminate this Agreement, but will be entitled to a Change Order to address any additional costor delay in the project as a result of the breach by the City. If the City does not cure a non-payment breach within ninety (90) calendar days,then Consultantwill havethe rightto terminate this Agreement. 9.4 Termination for Lack of Funds. In the event the funds to financethis Agreement become unavailable or are not allocated, City shall provide Consultant with ninety (90) calendar days' written notice of termination. Nothing in this Agreement shall be deemed or construed to prevent the parties from negotiating a new Agreement inthisevent. 9.5 Effect of Termination. Upon termination or expiration of this Agreement: 9.5.1 Consultantshall placenofurther orders nor enter into subcontracts for materials or services unless it is necessary in accordance with agreed upon wind -down disentanglement procedures. Consultant shall, upon recei pt of termination notice, unless otherwi s e di rected by City (i)take such action as may be necessaryforthe protection and preservation of City's materials and property; and (ii)shall actin good faith to mitigate costs to City. 9.5.2 City and Consultantshall mutually agree upon "wind -down" disentanglement procedures to include without limitation,the scope, staffing, and costs required by such procedures. Such services shall be paidto Consultanton a time and materials basis atthe rates listed inthis Agreement. 9.5.3 Consultantwill cooperate with City to obtain a new CSA with Oracleto transition the Cloud Services so there is no material disruption in City operations. 9.5.4 City shal I payfor completed Services performed by Consultant, I ncl udi ng del iverables or Services that were not yet completed or received by City but were performed pursuant to this Agreement. Upon payment for such deliverables or Services, City shall be entitled to all completed and uncompleted del iverabl es i n connection with such Services. 9.5.5 Each party shall return to the other party or, at the other party's option, destroy all Confidential I nformation of the other partyin its possession. 9.5.6 Consultant shal I del iverto City all City Data in a then mutually agreed upon format within a reasonable a mount of ti me, not to exceed sixty (60) days. 9.5.7 Upon delivery of City Data, Consultant shall delete all City Data in its possession, including any backups. 10.0 NON -DISCLOSURE. 10.1 During the term of this Agreement, City will haveaccessto and become acquainted with Consultant's written and oral confidential and proprietary Information. Such information must be clearly communicated to City as confidential or proprietary. Subj ect to the requirements of the California Public Records Act (Govt Section 6250 et seq.) or other applicable Iaw.such information shall notbe disclosed by City to any third -party without the GENERALTERMS AND CONDITIONS Page ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES REV: 05-13-19 PR Page 9 of 172 124