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1 <br /> 12 TERMINATION <br /> 12.1 Breach <br /> If either party shall fail to fulfill one or more of its material obligations under this Agreement,the <br /> other party may,upon its election and in addition to any other remedies that it may have,at any <br /> time terminate all the rights granted by it hereunder by not less than one(1)month's written <br /> notice specifying any such breach,unless within the period of such notice all breaches specified <br /> therein shall have been remedied. <br /> 12.2 No Breach <br /> City reserves the right to terminate this Agreement at any time by sending written notice <br /> ("Notice")of termination to Cities Digital. The Notice shall specify a termination date <br /> ("Termination Date")at least fourteen(14)days after the date the Notice is issued.The Notice <br /> shall be effective("Notice Date")upon the earlier of either actual receipt by Cities Digital <br /> (whether by fax,mail,delivery or other method reasonably calculated to be received by Cities <br /> Digital in a reasonably prompt manner)or three calendar days after issuance of the Notice.Upon <br /> the Notice Date, Cities Digital shall immediately commence to end work in a reasonable and <br /> orderly Manner.Unless terminated for Cities Digital's material breach,the Cities Digital shall be <br /> paid or reimbursed for:(a)all pay points completed up to the Notice Date, less all payments <br /> previously made; and(b)a reasonable amount for work after the Notice Date,but prior to the <br /> Termination Date,that was reasonably necessary to terminate the Work in an orderly manner. <br /> The Notice shall be sent by the United States Mail to Cities Digital's address provided herein, <br /> postage prepaid,certified or registered mail,return receipt requested,or by delivery.In addition, <br /> the Notice may also be sent by any other method reasonably believed to provide Cities Digital <br /> actual notice in a timely manner, such as fax. The City does not by this section waive,release, or <br /> forego any legal remedy for any violation,breach,or non-performance of any of the provision of <br /> this Agreement. <br /> 13 INDEMNIFICATION <br /> Except as otherwise provided in this paragraph,Cities Digital hereby agrees to defend and <br /> indemnify the City from any and all Claims arising out of,in connection with,or incident to any <br /> acts,errors,omissions,or conduct by Cities Digital(or its employees,agents,representatives, <br /> independent contractors,or consultants)relating to this Agreement. Cities Digital is obligated to <br /> defend and indemnify the City pursuant to this paragraph whether a Claim is asserted directly <br /> against the City,or whether it is asserted indirectly against the City,e.g., a Claim is asserted <br /> against someone else who then seeks contribution or indemnity from the City.Cities Digital's <br /> duty to defend and indemnify pursuant to this paragraph is not in any way limited to,or by the <br /> extent of,insurance obtained by,obtainable by,or required of Cities Digital. Cities Digital shall <br /> not indemnify the City for Claims caused solely by the negligence of the City. Solely and <br /> expressly for the purpose of its duties to indemnify and defend the City, Cities Digital <br /> specifically waives any immunity it may have under the State Industrial Insurance Law,Title 51 <br /> RCW. Cities Digital recognizes that this waiver of immunity under Title 51 RCW was <br /> specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of <br /> mutual negotiation. As used in this paragraph: (1)"City"includes the City's officers,employees, <br /> City of Everett/Cities Digital,Inc.Software Agreement <br /> Page 7 Draft 02/17/2012 <br /> 12 <br />