AG 2018 12 17 - Laserfiche WebLink

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(a) Annual Rate Ariustment. Company shall increase the Processing Rate effective on each anniversary of the Effective Date of this Agreement in an amount equal to the greater of (a) three (3) percent or (ti) the percentage increase in the Consumer Price Index for All Urban Consumers (Water, Sewer and Trash Collection Services) U.S. City Average, as published by United States Department of Labor, Bureau of Statistics (the "CPI"). For the CPI calculation, rates will be adjusted using the most recently available trailing twelve (12) months average CPI compared to the twelve (12) months preceding. (b) Change in Law Adjustments. Company may increase the Processing Rate as a result of increases in costs inured by Company due to (a) changes in local, state, or federal rules, ordinances or regulations; or (b) changes in taxes, fees or other governmental charges (other than income or real property taxes). Any of the foregoing cost adjustments shall be retroactive to the effective date of such increase or change in cost. Termination 11.1 If either party breaches any material provision of this Agreement and such breach is not substantially cured within thirty (30) days after receipt of written notice from the non -breaching party specifying such breach in reasonable detail, the non -breaching party may terminate this Agreement by giving thirty (30) days' written notice of termination to the breaching party. However, if the breach cannot be substantially cured within thirty (30) days, the Agreement may not be terminated if a cure is commenced within the cure period and for as long thereafter as a cure is diligently pursued. 11.2 Company shall have the right to terminate this Agreement immediately, upon written notice to the Supplier, if its Mecklenburg County Operating Agreement terminates before the conclusion of the Term. 11.3 Upon termination, the Supplier shall pay Company only such charges and fees for the Services performed on or before the termination effective date and Company shall collect its equipment, and Company shall have no further obligation to perform any Services under this Agreement. 12. Compliance with Laws. Company warrants that the Services will be performed in a good, safe and workmanlike manner, and in compliance with all applicable federal, state, provincial and local laws, rules, regulations, and permit conditions relating to the Services, including without limitation any applicable requirements relating to protection of human health, safety, or the environment ("Applicable Law"). In the event any provision of this Agreement wnflicts with an existing ordinance of the County, this Agreement shall control and Company shall not be fined, punished, or otherwise sanctioned under such ordinance. Company reserves the right to decline to perform Services, which, in its judgment, it cannot perform in a lawful manner or without risk of harm to human health, safety or the environment. 13. Market Conditions. If market conditions develop that limit or inhibit Company from selling some or all of the Recyclables, Company may (i) suspend or discontinue any or all Services, or (ii) dispose of the Recyclables in a landfill and update the rates accordingly. 14. Title. Title to Acceptable Material shall pass to Company when received by Company. Title to and liability for any Unacceptable Materials shall at no time pass to Company. 15. Risk Allocation. Except as otherwise specifically set forth herein, each party shall be responsible for any and all claims for personal injuries or death, or the loss of or damage to property, only to the Page 55