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7 <br />24. Termination and Breach. Either party may terminate this Agreement without cause upon <br />one hundred eighty (180) days written notice. In the event of a breach of the terms and <br />conditions of this Agreement by either Party hereunder, the non-breaching Party may elect to <br />terminate this Agreement by providing the defaulting Party with a written notice of such default, <br />and allowing the breaching Party a period of thirty (30) days from and after the date of such <br />notice to cure the breach complained of to the satisfaction of the non-breaching Party. In the <br />event said breach is not cured within the thirty (30) day period, this Agreement shall be <br />terminated (for-cause) as of the last day of the period. <br /> <br />a. In the event CITY elects to terminate this Agreement without cause, CITY shall <br />pay those demobilization and closeout costs shown by Contractor to the CITY with <br />reasonable certainty within thirty (30) days of termination. In the event CITY <br />terminates this Agreement for Contractor’s uncured breach, Contractor agrees to <br />furnish services under this Agreement until such time as another Soft Recyclables <br />collection and disposal contractor can be selected by CITY, in CITY’s sole discretion, <br />and CITY shall not be required to pay any of Contractor’s demobilization and <br />closeout costs. <br />b. In the event Contractor elects to terminate this Agreement without cause, <br />Contractor shall continue to provide service for the full period of the one hundred <br />eighty (180) days’ notice, while cooperating fully with CITY in transition to a new <br />entity to perform recycling of Soft Recyclables. In the event Contractor terminates <br />this Agreement because of CITY’s uncured breach, CITY shall pay those <br />demobilization and closeout costs shown by Contractor to the CITY with reasonable <br />certainty within thirty (30) days of termination. <br /> <br /> 25. Severability. Should one or more of the provisions of this Agreement be held by any <br />court to be invalid, void or unenforceable, the remaining provisions shall nevertheless remain <br />and continue in full force and effect, provided that the continuation of such remaining provisions <br />does not materially change the original intent of this Agreement. <br /> <br /> 26. Independent Contractor Status. In the performance of services pursuant to this <br />Agreement, Contractor shall be an independent contractor and not an officer, agent, servant or <br />employee of CITY. Contractor shall have exclusive control over the details of the service and <br />work performed and over all persons performing such service and work. Contractor shall be <br />solely responsible for the acts and omissions of its officers, agents, employees, Contractors and <br />subcontractors, if any. Neither Contractor nor its officers, agents, employees or subcontractors <br />shall obtain any right to retirement benefits, Workers’ Compensation benefits, or any other <br />benefits which accrue to CITY employees and Contractor expressly waives and claim it may <br />have or acquire to such benefits. <br />27. No Assignment. This Agreement, or any interest herein, shall not be transferred, <br />sold, nor assigned by either Party to any person, firm, or corporation, without the prior written <br />consent of the other Party. <br /> <br />28. Data Practices and Audit. Contractor will have access to data collected or <br />maintained by CITY to the extent necessary to perform Contractor's obligations under this <br />contract. Contractor agrees to maintain all data obtained from CITY in the same manner as CITY