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relating to the Project for retention by the City. <br />6.3 As applicable, the Consultant will pay all license fees, royalties, and other costs incident to <br />the use of any invention, design, process, product or device subject to a patent right or copyright <br />held by others in performing the work or in the completed project. <br />ARTICLE 7 <br />TERM; TERMINATION OF AGREEMENT <br />7.1 The term of this Agreement begins on the effective date established in the first paragraph <br />of the Agreement and will end upon the Consultant's completion, and the City's acceptance of all <br />services described in this Agreement unless this Agreement is terminated under Sections 7.2 or <br />7.3 below. Both the City and the Consultant assume the Project/Services will be finally completed <br />in accordance with the Schedule attached and incorporated into this Agreement as Attachment C. <br />7.2 This Agreement may be terminated by either party upon 15 calendar days prior written <br />notice should the other parry fail substantially to perform in accordance with its terms through no <br />fault of the party initiating the termination. The Consultant will provide the City with at least a <br />30 calendar day period of opportunity to cure before the Consultant initiates termination. <br />7.3 The City may terminate this Agreement for convenience and without cause upon at least <br />15 calendar days prior written notice to the Consultant. In the event of termination for convenience <br />the City may require the Consultant to transfer title and deliver to the City in the manner and to <br />the extent directed by the Purchasing Manager: (a) any completed supplies; and (b) such partially <br />completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information and <br />contract rights (hereinafter called "manufacturing material") as the Consultant has specifically <br />produced or specially acquired for the performance of the terminated part of the agreement. Upon <br />such termination, the Consultant will (a) stop work to the extent specified (b) terminate any <br />subconsultants as they relate to the terminated work, and (c) be paid the following amounts without <br />duplication, subject to the other terms of this contract: (i) contract prices for supplies or services <br />accepted under the agreement (ii) costs incurred in performing the terminated portion of the work, <br />and (iii) any other reasonable costs that the Consultant can demonstrate to the satisfaction of the <br />City, using its standard record keeping system, have resulted from the termination, The Consultant <br />will not be paid for any work performed or costs incurred that reasonably could have been avoided. <br />As a condition of payment, the Consultant will submit within three months of the effective date of <br />the termination a claim specifying the amounts due because of the termination. The absence of an <br />appropriate termination for convenience clause in any subcontract will not increase the obligation <br />of the City beyond what it would have been had the subcontract contained such a clause. <br />AECOM Agreement for Disaster Recovery Support Services 1/17/2017 <br />10 <br />