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<br />Consulting Services Agreement between City of San Leandro and Last revised 05/11/20 <br />Host Compliance LLC for Short-Term Rental Software Page 10 of 16 <br /> <br /> <br />Sections intended to survive expiration or termination will survive expiration or termination <br />of this Agreement. <br /> <br />8.3 Termination for Breach. A party may terminate this Agreement for cause upon 45 days <br />written notice to the other party of a material breach if such breach remains uncured at the <br />expiration of such period. In addition, Host Compliance may terminate this Agreement, <br />effective on written notice to Customer, if Customer fails to pay any amount when due <br />hereunder, and such failure continues more than 10 days after Host Compliance's delivery <br />of written notice hereof. <br /> <br />8.4 Refund or Payment upon Termination for Breach. If this Agreement is terminated by <br />Customer in accordance with Section 8.3 (Termination for Breach), Host Compliance will <br />refund Customer any prepaid fees covering the remainder of the term of all Subscriptions <br />after the effective date of termination. If this Agreement is terminated by Host Compliance <br />in accordance with Section 8.3 (Termination for Breach), Customer will pay any unpaid <br />fees covering the remainder of the term of the Agreement. <br /> <br />8.5 Effects of Termination for Breach. If this Agreement is terminated in accordance with <br />Section 8.3 (Termination for Breach): (i) the rights granted by Host Compliance to <br />Customer will cease immediately (except as set forth in this section); (ii) Host Compliance <br />may provide Customer access to its account at then-current fees so the Customer may <br />export its Customer Data; and (iii) after a reasonable period of time, Host Compliance may <br />delete any Customer Data relating to Customer's account. Sections intended to survive <br />expiration or termination will survive expiration or termination of this Agreement. <br /> <br />8.6 Extension. City may, with Consultant’s consent, extend the end date of this Agreement <br />beyond that provided for in Subsection 1.1. Any such extension shall require a written <br />amendment to this Agreement, as provided for herein. <br /> <br />8.7 Amendments. The Parties may amend this Agreement only by a writing signed by all the <br />Parties. <br /> <br />8.8 Assignment and Subcontracting. City and Consultant recognize and agree that this <br />Agreement contemplates personal performance by Consultant and is based upon a <br />determination of Consultant’s unique personal competence, experience, and specialized <br />personal knowledge. Moreover, a substantial inducement to City for entering into this <br />Agreement was and is the professional reputation and competence of Consultant. <br />Consultant may not assign this Agreement or any interest therein without the prior written <br />approval of the Contract Administrator. Consultant shall not subcontract any portion of the <br />performance contemplated and provided for herein, other than to the subcontractors noted <br />in the proposal, without prior written approval of the Contract Administrator. <br /> <br />DocuSign Envelope ID: 8F73A6DA-D8C1-4303-AB96-3DCAEA67EA8D