Reso 2010-1658 - Laserfiche WebLink

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I 16.2 Termination for Convenience of CITY: 16.2.1 Upon seven (7) days written notice to CONTRACTOR, CITY may, without cause and without prejudice to any other right or remedy, terminate this agreement for CITY'S convenience whenever CITY determines that such termination is in the best interests of CITY. Where the agreement is terminated for the convenience of CITY, the notice of termination to CONTRACTOR must state that the Contract is being terminated for the convenience CITY under the termination clause, the effective date of the termination and the extent of termination. Upon receipt of the notice of termination for convenience, CONTRACTOR shall promptly discontinue all Work at the time and to the extent indicated on the notice of termination, terminate all outstanding Subcontractors and purchase orders to the extent that they relate to the terminated portion of the Contract, and refrain from placing further orders and Subcontracts. Except as set forth below, CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from such termination. In such event, CITY shall pay CONTRACTOR for (i) all Work executed and for proven loss, cost or expense in connection with the Work, (ii) reasonable costs and expenses attributable to such termination, including demobilization costs and amounts due in settlement of terminated contracts with Subcontractors and design professionals, and (iii) fair and reasonable sums for overhead and profit on items (i) and (ii) above. 16.2.2 In the event CITY terminates the Agreement pursuant to 16.2.1 above and proceeds to design and construct the Project through its employees, agents or third parties, CONTRACTOR shall grant CITY a limited license to use the Specifications and Drawings to complete the Project, conditioned on the following: (a) Use by CITY of the work product is at CITY's sole risk and without liability or legal exposure to CONTRACTOR. To the fullest extent permitted by law, CITY does hereby waive all rights and claims it may have against CONTRACTOR if it terminates this Agreement but elects to use the Drawings and Specifications. Subject to limits imposed by law, CITY shall defend, indemnifY and hold harmless the CONTRACTOR from any and all claims, damages, losses and expenses, including attorneys' fees arising out of or resulting from the Specifications and Drawings. (b) CONTRACTOR is paid by CITY all monies due under paragraph 16.2.1 above. (c) Such limited license shall not be granted in the event CITY terminates the Agreement after abandoning the Project. 32