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Consulting Services Agreement between City of San Leandro and <br />VRC Companies, LLC for Records Storage <br />03/28/2022 <br />Page 10 of 15 <br /> <br />8.1.2 Termination for Default. In the event of breach of the material terms, <br />conditions or covenants found in the Agreement, the non-breaching Party <br />may terminate the Agreement upon written notice to the breaching Party of <br />the default, if such default is not cured by the breaching Party within thirty <br />(30) days of a written notice of the default (the “Cure Period”), provided that <br />such termination shall be subject to the following conditions. <br /> <br />8.1.2.1 City’s Termination for Default. In such event of City’s termination <br />for default shall satisfy all outstanding Fees as of the date of <br />termination, in addition to (i) those Fees for Services applicable to <br />processing the exit of Deposits as set forth in the pricing as set forth <br />in Exhibit A (including but not limited to Fees for Permanent Removal <br />and Access) <br /> <br />8.1.2.2 Consultant’s Termination for Default. In such event of <br />Consultant’s termination for default shall satisfy all outstanding Fees <br />as of the date of termination, in addition to (i) those Fees for Services <br />applicable to processing the exit of Deposits as set forth in the <br />pricing as set forth in Exhibit A (including but not limited to Fees for <br />Permanent Removal and Access), (ii) as a liquidated remedy, the <br />equivalent of those Fees for Storage through any remaining term, <br />such Storage Fees to be calculated using the average of those Fees <br />for Storage over the twelve (12) months preceding termination <br />notice, times the number of months remaining in the initial or renewal <br />term. <br /> <br />8.2 Extension. The term of this Agreement shall automatically extend in thirty (30) day terms <br />unless and until either party provides thirty (30) days written notice of termination to the <br />other party.Consultant understands and <br />agrees that, if City grants such an extension, City shall have no obligation to provide <br />Consultant with compensation beyond the maximum amount provided for in this <br />Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no <br />obligation to reimburse Consultant for any othe rwise reimbursable expenses incurred <br />during the extension period. <br /> <br />8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the <br />Parties. <br /> <br />8.4 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 />DocuSign Envelope ID: 12317C0C-9CFE-40DF-8B44-5EC0D23CDEBA