05-1584 SJRWMD Agreement - Laserfiche WebLink

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Contract #S1362l3 B. Termination for Convenience. This Agreement may be terminated in whole or in part in writing by the District, provided the City is given: (1) not less than thirty (30) calendar days written notice by certified mail, return receipt requested, of intent to terminate, and (2) an opportunity for consultation prior to termination, and a forty-five (45) day period ITom the date of receipt of said notice to satisfactorily resolve same. C. If termination for City's default is effected by the District, any payment due to City at the time of termination shall be adjusted to cover any additional costs to the District because of City's default. If termination for the District's default is effected by City, or if termination for convenience is effected by the District, an equitable adjustment shall provide for payment of all services, materials, and costs, including prior commitment and work in progress but not yet invoiced by Consultant incurred by City, up to the termination date. D. Upon receipt of a termination action under paragraphs "A" or "B" above, the City shall: 1. Promptly discontinue all affected work (unless the notice directs otherwise), and 2. deliver or otherwise make available all data, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by City in performing this Agreement, whether completed or in process. &- Upon termination under Paragraphs "A" or "B" above, the District may take over the Work or may award another party a contract to complete the Work. In such event, District shall assume any and all obligations/liabilities of the City to the Consultant that was engaged by the City, and hold City harmless from all claims or damages of any nature whatsoever ITom said consultant. F. If, after termination for failure of City to fulfill contractual obligations, it is determined that City had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of District; unless the District within thirty (30) days thereafter reinstates the City. In such event, the adjustment of compensation shall be made as provided in Paragraph "c" of this section and Section E above shall apply as well. ARTICLE VIII - MISCELLANEOUS PROVISIONS A. Assil!nment and Subcontracts. City shall not sublet, assign, or transfer any Work:, in whole or in part, or assign any moneys due or to become due hereunder, which involve more than fifteen percent (15%) of the total cost of the Work, without the prior written consent of the District. As soon as practicable after signing this Agreement, but in no event not less than ten (10) calendar days prior to the effective date of any such subcontracts, City shall notify the District's project manager in writing of the names of such subcontractors. City shall not employ any such subcontractors until they are approved in writing by the District, which approval shall not be unreasonably withheld. Upon receipt of such consent, when a written work product is involved, City shall cause the names of the firm(s) responsible for such portions of the Work to appear thereon. City shall provide the District with an executed copy of any such subcontracts within ten (10) calendar days after the effective date of the subcontract. Neither District approval of a subcontractor nor any other provision of this Agreement shall create a contractual relationship between any subcontractor and the District. City shall be responsible for the fulfillment of all Work elements included in the subcontracts and shall be responsible for the payment of all monies due under any subcontract. City shall be as fully responsible to the District for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as it is for its own acts and omissions. However, Page 6 of 14