Agenda - 06-19-2012 - 5o - Laserfiche WebLink

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APPROVED IVW05 12.2 Termination Other than Upon Default. (a) RFP shall have the right to terminate this Agreement upon sixty (60) days written notice to the County (i) under the circumstances described in Section 5.2(c) or 5.5 hereof, or (ii) as otherwise set forth herein. (b) Either party shall have the right to terminate this Agreement under the circumstances specified in Section 13.6(d). 12.3 Effect of Termination. In the event this Agreement expires or is terminated; (i) all Operating Expenses incurred or irrevocably committed for prior to the effective date of expiration or termination, except any such expenses which are incurred due to a default by RFP which resulted in such termination, shall be paid using fimds on deposit in the account(s) described in Sections 5.6 and 5.7 and to the extent such funds are not sufficient, the County shall pay all such Operating Expenses and shall, to the extent permitted by North Carolina law, indemnify and hold RFP harmless therefrom, (ii) the County shall promptly pay RFP all fees earned to the effective date of expiration or termination (subject to proration), provided that the County shall be entitled to offset against such unpaid fees any damages directly incurred by the County in remedying any default by RFP hereunder which resulted in such termination (other than the fees or expenses of any replacement manager for the Facility), and (iii) with the cooperation of RFP, the County shall, or shall cause another management company retained by it to, accept the assignment of RFP's rights, and assume and perform all of RFD's obligations, arising after the date of expiration or terminations of this Agreement, under any licenses, occupancy agreements, rental agreements, booldng commitments, advertising agreements, concession agreements, and any other contracts relating to the Facility which have been executed by RFP hereunder, except (A) to the extent that any such license, agreement, commitment or contract was executed by RFP in violation of any of the restrictions applicable to RFD's right to execute such licenses, agreements, commitments or contracts contained in this Agreement, and (B) for any such license, agreement, commitment or contract to which the consent of the other party thereto is required for such assignment and assumption unless such consent is obtained (in the case of any such consent, RFP will use commercially reasonable efforts to obtain such consent and the County will cooperate in any reasonable manner with RFP to obtain such consent). Upon the expiration of this Agreement or a termination pursuant to Section 12.1 or 12.2, all further obligations of the parties hereunder shall terminate except for the obligations in this Section 12.3 and in Sections 7.3, 8.1 and 12.4; provided, however, that if such termination is the result of an intentional or grossly negligent default, the nondefaulting party exercising its right to terminate this Agreement shall be entitled to recover damages for breach arising from such willful default. Except with respect to losses arising from personal or bodily injury, in no event shall either party be liable or responsible for any consequential, indirect, incidental, punitive, or special damages (including, without limitation, lost profits), whether based upon breach of contract or warranty, negligence, strict tort liability or otherwise, and each party's liability for damages or losses hereunder shall be strictly limited to direct damages that are actually incurred by or threatened against the other party. OT:1 28