Reso 2011-1749 - Laserfiche WebLink

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16.2 Termination for Reasons Other Than Breach of the Agreement: 16.2.1 Upon seven (7) days written notice to CONTRACTOR, CITY may, with cause, without liability of any kind and without prejudice to any other right or remedy, terminate this agreement for CITY'S reasons that are other than a breach of this Agreement. In such a case, the reasons should be clearly stated and shall be capable of cure by CONTRACTOR. Said written notice shall provide CONTRACTOR with a reasonable time in which to cure the reason(s) for the termination. This provision is different from the right to terminate set out in other parts of this Agreement. Where the agreement is terminated for these reasons, the notice of termination to CONTRACTOR must state that the Agreement is being terminated for the stated reason(s) under the termination clause and the effective date of the termination if not cured by CONTRACTOR. Upon receipt of the notice of termination and a failure to cure by CONTRACTOR, 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 Agreement, and refrain from placing further orders and Subcontracts. 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 the event of a termination under this provision, the CITY shall pay to the CONTRACTOR only those direct costs associated with all Work actually completed. The CONTRACTOR shall be obligated to support its costs with back-up documentation to the CITY'S satisfaction. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE CITY SHALL NOT BE LIABLE TO THE CONTRACTOR FOR ANY DIRECT, INDIRECT, SPECIAL ANDIOR CONSEQUENTIAL LOSSES OR DAMAGES WHETHER ARISING IN AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR ANY OTHER CAUSE OF ACTION AT LAW OR IN EQUITY, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, PROFITS, BUSINESS, REPUTATION OR FINANCING. 16.2.2 Once the Plans and Specifications for this Project receive a permit to commence construction, the ownership in the Plans and Specifications shall vest with the CITY. In the event CITY terminates the Agreement and proceeds to design and construct the Project through its employees, agents or other third parties, CONTRACTOR shall remain fully liable for the design of the Plans and Specifications and the CITY shall retain all its rights and remedies related thereto. 16.3 Termination by CONTRACTOR. If CITY fails to make payment thereon for a period of sixty (60) calendar days from payment submittal, CONTRACTOR may, upon thirty (30) additional days written notice to CITY, terminate the Contract and recover from the Contract payment for work executed and for proven loss with respect to materials, equipment, tools and construction equipment and machinery. 16.4 Non-Binding Mediation. 16.4.1 Non-Binding Mediation. In the event a dispute arises, either Party may request that the other party attend non-binding mediation. Mutual written consent is required for the non- binding mediation to take place. To the extent that mediation does occur, the CONTRACTOR is obligated to continue to perform the Work and the CITY shall continue to satisfy its payment 33 , ""'I iit" I: . J