Agmt01 Lockheed Martin (rescind - Laserfiche WebLink

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7.0 COMPENSATION AND PAYMENT PROVISIONS All compensation to Contractor under this Agreement shall be paid by City and shall be as set forth in Exhibit 2, Payment Provisions. 8.0 TERM OF CONTRACT The term of this Agreement shall commence on the date of approval of this Agreement by City ( ,2001) and shall expire three (3) years thereafter, unless sooner terminated, in whole or in part, as provided in this Agreement. This Agreement may be extended by mutual agreement of the parties, evidenced on the part of the city by motion approved by the City Council of the City of Redwood City, for two (2) additional one year terms. 9.0 TERMINATION 9.1 Either party shall have the right to terminate this Agreement: (a) For a material breach or default by either party of the terms and conditions of this Agreement or the attachments thereto; provided, however, that Non-defaulting party shall first have notified the other party in writing of the proposed default, and the specific grounds therefor, and given the other party a 30 day period to cure or to demonstrate that such cure cannot be affected within 30 days and be diligently working towards such cure. (b) At the convenience of either party; provided, however, that the termination of the other party shall not take effect until 30 days after the notifying party shall have notified the other party in writing of the termination for convenience, and the reasons therefore. Both parties agree that this provision is governed by a covenant of good faith and fair dealing with respect to any termination for convenience. (c) Upon termination of the Agreement, Contractor shall cease services. 9.2. In the event of termination, in addition to payments already made or then due to be made by City to Contractor, City agrees to compensate Contractor for all materials and/or equipment provided and/or services performed as provided in Exhibit2, or as otherwise performed by Contractor, pursuant to any change order, request of the City, or the like, up to the effective date of termination and any costs arising from such termination. Contractor shall also be compensated, subject to mutual agreement with City, for the cost of any documented work in process not provided for in Exhibit 2 and documented reasonable termination costs. In addition, the Contractor will be entitled to recover the unamortized portion of any capital investments associated with the work provided under this Agreement including related cancellation and wind down costs incurred to bring the program to a satisfactory close, as per the schedule set forth in Exhibit 2, attached hereto, and not to exceed the amounts set forth therein. Contractor shall, at all times, have a duty to mitigate its damages, if any.