2018/08/08 Council Agenda Packet

the greatest extent allowed by law. Licensee will further provide notice to DOL consistent with the requirements of the Public Records Act, and will fully support DOL in maintaining the confidential nature of such information. 25. HOLD HARMLESS Licensee shall hold DOL harmless for any damages or claims arising from its own acts and/or omissions, which includes those acts or omissions of its Authorized Users, employees or agents. 26. SEVERABILITY if any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are declared to be severable. 27.TERMINATION Termination of this Agreement may be as set forth below. All termination matters may be applied as a suspension instead of a full termination, except that any suspension lasting longer than ninety (90) days will automatically terminate this Agreement. A. Unilateral Termination by Licensee Licensee may terminate this Agreement at any time and for any reason upon providing written notice to DOL. • B. Administrative Terminations If DOL's authority to actively engage in this Agreement is suspended or terminated, whether by lack of funding, or by any other governmental issue, including internal changes in policy, that causes the disruption of authority to engage in the required activity, such a termination or suspension of authority will automatically cause a termination or suspension of this Agreement. DOL also retains the right to terminate this Agreement for convenience. DOL is to provide as much notice as possible when such termination or suspension appears eminent. This involuntary termination is without cause. C. Termination for Cause DOL's may terminate this Agreement, or any access privileges under this Agreement, for the violation of a material term or condition of this Agreement. DOL has sole discretion on whether such non-compliance is cause for immediate termination of the entire Agreement, whether it should suspend or terminate an Authorized User's access, or whether Licensee should be granted a cure process to correct any non-compliance without further actions. 28.WAIVER The omission of either Party to exercise its rights under this Agreement does not preclude that Party from subsequent exercising of such rights and does not constitute a waiver of any rights under this Agreement, unless stated as such in writing, and signed by an authorized representative of the Party. Page 8 of 12 April 2018 17