2010/04/21 Council Agenda Packet

1 A4 30. TERMINATION FOR CONVENIENCE Notwithstanding any other provisions of this contract, the Contractor may terminate this contract by providing written notice of such termination to the County's Key Personnel identified in the contract, specifying the effective date thereof, at least thirty(30)days prior to such date. Except as otherwise provided in this contract,the County, in its sole discretion and in the best interests of the County, may terminate this contract in whole or in part by providing ten(10)calendar days written notice, beginning on the second day after mailing of the notice to the Contractor. Upon notice of termination for convenience, the County reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the Contractor from incurring additional obligations of funds. In the event of termination,the Contractor shall be liable for all damages as authorized by law. The rights and remedies of the County provided for in this section shall not be exclusive and are in addition to any other rights and remedies provided by law. 31. TERMINATION PROCEDURES In addition to the procedures set forth below,if the County terminates this contract, the Contractor shall follow any procedures specified in the termination notice. Upon termination of this contract and in addition to any other rights provided in this contract,the County may require the Contractor to deliver to the County any property specifically produced or acquired for the performance of such part of this contract as has been terminated. If the termination is for convenience, the County shall pay to the Contractor the agreed upon price, if separately stated, for properly authorized and completed work and services rendered or goods delivered to and accepted by the County prior to the effective date of contract termination, and the amount agreed upon by the Contractor and the County for (i) completed work and services and/or equipment or supplies provided for which no separate price is stated, (ii) partially completed work and services and/or equipment or supplies provided which are accepted by the County, (iii) other work, services and/or equipment or supplies which are accepted by the County, and (iv) the protection and preservation of property. Failure to agree with such amounts shall be a dispute within the meaning of the "Disputes" clause of this contract. If the termination is for cause, the County shall determine the extent of the liability of the County. The County shall have no other obligation to the Contractor arising from the termination. The County may withhold from any amounts due the Contractor such sum as the County determines to be necessary to protect the County against potential loss or liability. The rights and remedies of the County provided in this contract shall not be exclusive and are in addition to any other rights and remedies provided by law. After receipt of a notice of termination, and except as otherwise directed by the County in writing, the Contractor shall: a. Stop work under the contract on the date, and to the extent specified, in the notice; b. Place no further orders or subcontracts for materials, services, supplies, equipment and/or facilities in relation b this contract except as may be necessary for completion of such portion of the work under the contract as is not terminated; c. Assign to the County, in the manner, at the times, and to the extent directed by the County, all of the rights, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the County has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts; d. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the County to the extent the County may require,which approval or ratification shall be final for all the purposes of this clause; 120 Page 13of19