THE ILLUMINATION FOUNDATION (3) - Laserfiche WebLink

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1. TERMINATION Except as provided for in this Termination Agreement, the Parties mutually agree to terminate and cancel the Operating Agreement as of the Effective Date. Additionally, the Parties mutually agree to terminate and cancel the Funding Agreements once the City has completed all required payments to IF pursuant to the terms provided herein. 2. RELEASE OF PROPERTY Upon termination, IF shall concurrently surrender all possession, rights, and title under its Lease Agreement with Dyer 18, LLC to the subject property located at 1815 Carnegie Avenue in Santa Ana pursuant to sections 2(b) and 15 of the Operating Agreement. This Release of Property shall be completed through the concurrent execution of the Assignment of Lease and Lease Termination Agreement between the Parties and Dyer 18, LLC ("Assignment Agreement"). 3. CONSTRUCTION SUBCONTRACTORS Upon compliance with all terms and requirements of this Termination Agreement, IF shall be entitled to receive and the City shall pay IF compensation for all reasonable services adequately performed by IF and its subcontractors, including Gensler, Turelk, Trestle, and any other entities that provided work on the subject property by contract with IF or its subcontractors ("Construction Subcontractors"), prior to the Effective Date of this Termination Agreement. IF herein confirms that all invoices from Construction Subcontractors have been submitted to the City. Accordingly, the City shall not be responsible for invoices from Construction Subcontractors submitted after the Effective Date of this Agreement. In exchange, IF shall be responsible for obtaining all customary lien releases from the Construction Subcontractors related to work completed on the subject property. Additionally, IF agrees to work cooperatively with the City during the transition of the Carnegie Shelter property to new contractors. 4. OWNERSHIP OF PLANS AND MATERIALS City shall be the owner of all construction and architectural plans and materials prepared by the Construction Subcontractors related to the subject property. IF shall, unless otherwise prohibited by law, obtain all rights and necessary releases to such materials, including electronic versions as applicable, and transfer ownership of all such construction and architectural plans and materials to the City. 5. MUTUAL RELEASE OF PARTIES IF and City hereby expressly acknowledge and agree that it is their express intent to waive and release each other from and against all claims and liabilities relating to their activities pursuant to the Operating Agreement on or prior to the Effective Date, with the exception of any and all claims by Construction Subcontractors ("Lien Claims"). The Lien Claims shall remain the sole responsibility and liability of IF. IF agrees to pay all such Lien Claims as soon as reasonably possible. Notwithstanding the foregoing, City acknowledges that City remains liable to fund IF's payment of the Lien Claims upon review and approval. The City shall fund IF's payment of all such Lien Claims approved by the City as soon as reasonably possible. As such, except with respect to IF obtaining lien releases and City funding of the approved Lien Claims and any other Page 2 of 5