Laserfiche WebLink
<br />any reason deemed by the City Council to serve the public interest. In the event of such <br />termination the City will pay GMG those costs directly attributable to services received <br />by the City in compliance with the Agreement prior to termination. The City will not be <br />liable for any damages or any loss of profits anticipated to be made by GMG under this <br />Agreement in connection with any such termination. <br />2. GMG may terminate this Agreement based on default by the City if the City fails to <br />comply with any term or condition of this Agreement. GMG will notify the City in <br />writing of any default. The City will take action so that the default is corrected within 15 <br />days of receipt of the notice. If the City fails to timely correct the default, GMG may <br />immediately terminate this Agreement in its entirety. <br />D. Authority of Signatories. Each ofthe persons executing this Agreement represents that <br />he or she has full power and authority to execute this Agreement on behalf of the party that person <br />represents. <br />E. Force Majeure. In the event that the performance by either party of any of its obligations <br />under this Agreement is interrupted or delayed by events outside oftheir control such as acts of God, <br />war, riot, or civil commotion, then the party is excused from such performance for the period oftime <br />reasonably necessary to remedy the effects of the events. <br />F. Assignment by GMG to Corporation. GMG is in the process of creating a Texas <br />corporation that will serve as successor to GMG. GMG will keep the City Manager and City <br />Attorney informed on the process of formation of the corporation, and will provide the City Attorney <br />with copies of documents filed with the Texas Secretary of State related to the incorporation. In the <br />event 1) the incorporation is fmalized, and 2) GMG provides sufficient documentation to that effect <br />to the satisfaction of the City Attorney, and 3) the City approves the form of the assignment <br />agreement, the City consents to the assignment by GMG of its rights and obligations under this <br />Agreement to the corporation. <br />G. Incorporation of Terms and Conditions. The City and GMG agree that the City's <br />Standard Terms and Conditions for Professional Services Agreements, in the form attached as <br />Exhibit A, will apply to this Agreement. In the event of any conflict between the terms of this <br />Agreement and the attached Standard Terms and Conditions, the terms of this Agreement will <br />govern and control. <br /> <br />Page 7 of8 <br />