CC PACKET 10142008 - Laserfiche WebLink

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21 negotiations between the parties relating to the subject matter. All items that are referenced or that are attached are incorporated and made a part of this Agreement. If there is any conflict between the terms of this Agreement and referenced or attached items, the terns of this Agreement shall prevail. B. Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties. 10. DEFAUi;]' AND CANCELLATION A. If CITY fails to perform any of the provisions of this Agreement or so fails to administer the wok as to endanger the performance of the Agreement, it shall be in default. Unless CITY's default is excused by the COUNTY, the COUN'T'Y may upon written notice immediately cancel this Agreement in its entirety. Additionally, failure to comply with the terms of this Agreement shall be just cause for the COUNTY to delay payment until CITY's compliance. In the event of a decision to withhold payment, the COUNTY shall furnish prior written notice to CITY. B. Upon early termination or cancellation of this Agreement, the CITY shall itemize any and all grant funds expenditures up to the date of termination or cancellation and return such giant funds not yet expended. C. Notwithstanding any provision of this Agreement to the contrary, CITY shall remain liable to the COUNTY for damages sustained by the COUNTY by virtue of any breach of this Agreement by CI'T'Y. Upon notice to CITY of the claimed breach and the amount of the claimed damage, the COUNTY may withhold any payments to CITY for the purpose of set-off until such time as the exact amount of damages due the COUNTY from CITY is determined. following notice from the COUNTY of the claimed breach and damage, CITY and the COUNTY shall attempt to resolve the dispute in good faith. D. The above remedies shall be in addition to any other right or remedy available to the COUNTY under this Agreement, law, statute, rule, and/or equity. E. The COUNTY's failure to insist upon strict performance of any provision or to exercise any right under this Agreement shall not be deemed a relinquishment or waiver of the same, unless consented to in writing. Such consent shall not constitute a general waiver or relinquishment throughout the entire term of the Agreement. This Agreement may be canceled with or without cause by either party upon thirty (30) day written notice.