PGC Interbay LLC 8/10/2021 - Laserfiche WebLink

and Contractor management representatives will meet and confer in good faith. If the parties for any reason cannot agree to a resolution within 30 days after such notice from Contractor, then either party may commence a single-arbitrator arbitration under the Commercial Rules of the American Arbitration Association. The arbitrator shall determine whether the City was entitled under Section 8 of this Agreement to terminate this Agreement for default. If the arbitrator determines that the City was so entitled,then the Agreement termination shall be deemed a default termination and City need not repay any portion of the Contribution. If the arbitrator determines that the City was not so entitled, the Agreement termination shall be deemed to be a non-default termination under Section 9.E below and City will repay the portion of the Contribution set forth in in Section 7.B.2(b) above. Each party shall pay half of the arbitration costs and shall bear its own attorneys' fees and costs. 9. TERMINATION AND CANCELLATION: A. Automatic Termination. This Agreement shall automatically terminate upon expiration of the Term of the Agreement unless extended upon terms agreeable to both parties.Upon termination of this Agreement,Contractor shall release,transfer, assign, and quitclaim all of the assets of the Facility (other than assets or personal property purchased with Contractor's own funds that are readily separable from the Facility) to the City; provided any claim Contractor may have for compensation will survive such transfer. B. Assets to be Transferred. Said assets shall include, but shall not be limited to, all of Contractor's right,title and interest, if any,to any of the following arising out of activities of the Facility, advances from the City, or revenues of the Facility (other than insurance proceeds relating to liabilities not required to be assumed by the City), but specifically excluding Contractor personal property purchased with Contractor's own funds and located on the Facility. Such assets transferred to the City also include, but are not limited to, the following: cash and cash equivalents, accounts receivable; other receivables; all equipment, furniture, fixtures, inventory and supplies;prepaids and deposits;Agreement rights;trade names;phone numbers for the Facility; books and records; club and individual books; and goodwill. C. Liabilities.Contractor shall defend,indemnify and hold the City harmless from any and all debts and liabilities incurred by Contractor prior to the effective date of the termination. D. Closing. The transfer of assets and payment of any sums due Contractor shall occur on or within ninety (90) days following the date on which this Agreement is terminated. E. Reserved Right of Termination. The City reserves the right to terminate this Agreement at any time by sending written notice of termination to Contractor ("Notice"). The Notice shall specify a termination date at least 30 days after the date the Notice is issued. The Notice shall be effective upon the earlier of either actual receipt by Contractor (whether by email, mail, delivery or other method reasonably calculated to be received by Contractor in a reasonably prompt manner) 7