paid to Seller such that Seller receives total compensation in the same amount as it would
have received in the event of a termination-at-will.
GENERAL PROVISIONS FOR TERMINATION
Upon termination of the contract, the City may take over the work and prosecute it to
completion by agreement with another party or otherwise. Upon termination, City shall be
entitled to all work and goods produced or received as of the date of termination, unless
otherwise returned or rejected by the City. Upon termination of the contract or in the event
Seller shall cease conducting business, the City shall have the right to solicit applications
for employment from any employee of the Seller assigned to the performance of the
contract. Neither party shall be considered in default of the performance of such
obligations is prevented or delayed by any cause, existing or future, which is beyond the
reasonable control of such party. Delays arising from the actions or inactions of one or
more of Seller’s principals, officers, employees, agents, subcontractors, sub consultants,
vendors, or suppliers are expressly recognized to be within Seller’s control.
10. Indemnification. To the fullest extent permitted by law, Seller shall
indemnify, protect, defend, and hold harmless City, its officers, officials, agents,
employees and volunteers from and against any and all claims, damages, demands,
liability, costs, losses and expenses, including without limitation, court costs and
reasonable attorneys’ and expert witness fees resulting from, or related to, this Contract,
and/or arising out of any failure to comply with applicable law, any injury to or death of
any person(s), damage to property, loss of use of property, economic loss or otherwise
arising out of the performance of the work described herein, except where such loss or
damage was caused by the sole negligence, or willful misconduct of the City. The
provisions of this section shall survive the completion, termination or suspension of this
Contract.
City shall promptly notify Seller of any claim and reasonably cooperate, assist and
provide appropriate information (at Sellers's expense) for the defense of the action. Seller
shall pay all damages and costs awarded therein against City but shall not be responsible
for any compromise made without Seller's consent, which consent shall not be
unreasonably withheld.
11. Warranties. In addition to any warranties provided for under the Contract
Documents, Seller warrants that the Vans, including any component or replacement parts,
furnished, manufactured or provided by Seller will be free from defects in material and
workmanship for a period of one hundred and eighty (180) days from date of acceptance of
the Vans by City. Any additional warranties provided by law, including, but not limited to,
the warranty of merchantability and warranty of fitness for a particular purpose shall
remain in full force and effect and inure to the benefit of City. City reserves all rights and
remedies provided by law for breach of any applicable warranty related to the Vans.
12. Insurance. Seller shall provide insurance coverage pursuant to Exhibit B
attached hereto, and provide proof of insurance to City's satisfaction.
