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<br />SECTION 10 - TERMINATION <br /> <br />A. Should Contractor fail within three (3) working days from receipt of City's written notice to correct <br />any contractual deficiencies, including but not limited to failure perform the Work in accordance with the <br />Contract Documents, failure to comply with the directions of City, or failure pay its creditors, City may <br />terminate this Contract. Following a termination for default, City shall have the right to take whatever <br />steps it deems necessary to correct and complete the Work and charge the cost thereof to Contractor, <br />who shall be liable for the full cost of City's corrective action, including reasonable overhead, profit and <br />attorneys' fees. <br /> <br />B. City may at any time terminate the Contract at City's convenience upon five days written notice to <br />Contractor; in the event of termination for convenience, Contractor shall recover only the amount due for <br />work completed to the date of termination. Contractor shall not be entitled to any claim or lien against <br />City for any additional compensation or damages in the event of such termination. <br /> <br />C. If City terminates Contractor for cause, and if it is later determined that the termination was <br />wrongful, such default termination shall automatically be converted to and treated as a termination for <br />convenience. In such event, Contractor shall be entitled to receive only the amounts payable under this <br />section, and Contractor specifically waives any claim for any other amounts or damages, including, but <br />not limited to, any claim for consequential damages or lost profits. <br /> <br />SECTION 11 - HOLD HARMLESS AND INDEMNIFICATION <br /> <br />A. The City of Redwood City and all officers and employees thereof connected with the Work shall <br />not be answerable or accountable in any manner: for any loss or damage that may happen to the Work or <br />any part thereof; for any loss or damage to any of the materials or other things used or employed in <br />performing the Work; for injury to or death of any person; or for damage to property from any cause <br />except losses due to sole or active negligence of the City of Redwood City's officers or employees. <br /> <br />B. To the fullest extent allowed by law, Contractor shall defend, indemnify and hold harmless the <br />City of Redwood City, its elected and appointed officials, contractors, and employees and agents, from all <br />liability, penalties, costs, losses, damages, expenses, causes of action, claims or judgments, including <br />attorney's fees and other defense costs, resulting from injury to or death sustained by any person <br />(including Contractor's employees), or damage to property of any kind, or any other injury or damage <br />whatsoever, which injury, death or damage arises out of or is in any way connected with the performance <br />of the Work, regardless of the Contractor's fault or negligence, including any of the same resulting from <br />City's alleged or actual negligent act or omission, or its agents, contractors or employees; except that said <br />indemnity shall not be applicable to injury, death or damage to property arising from the sole or active <br />negligence or willful misconduct of City, its officers, agents, or servants who are directly responsible to <br />City. This indemnification shall extend to claims asserted after termination of this Contract for whatever <br />reason. <br /> <br />C. In addition to any remedy authorized by law, so much of the money due the Contractor under <br />and by virtue of the contract as shall be considered necessary by the City, may be retained by the City of <br />Redwood City until disposition has been made of such suits or claims for damage. <br /> <br />SECTION 12 - BONDS AND INSURANCE <br /> <br />A. No bonds are required for this Contract. <br /> <br />B. Insurance <br /> <br />ATTY/AGR/2008.004 <br />013008 <br /> <br />5 <br />