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{1 <br /> iii. Breach of City of any material provision of this Agreement; or <br /> • <br /> B. BCG's Default. The following shall constitute an event of default ("Event of <br /> Default")by BCG under this Agreement: <br /> i. Failure to staff, operate, and maintain the Facility in accordance with <br /> provisions of this Agreement, subject to abnormal weather conditions, acts <br /> of God, or other events or conditions beyond the reasonable control of <br /> BCG; <br /> ii. Breach by BCG of any material provision of this Agreement; or <br /> iii. BCG makes an assignment for the benefit of its creditors, or becomes a <br /> party for more than thirty (30) days, to any voluntary or involuntary <br /> insolvency proceedings, bankruptcy proceedings or reorganization. <br /> C. Notice of Default. When either party to this Agreement believes that the other <br /> party (the "Defaulting Party") has committed an Event of Default, it shall give <br /> written notice thereof to the Defaulting Party, and the Defaulting Party shall, <br /> except in the case of a failure to insure, have ten (10) days in the event of a <br /> payment default, or such longer period (not to exceed a period of thirty (30) days <br /> unless the Defaulting Party has begun to cure within the thirty (30) day period and <br /> is diligently pursuing such cure) as shall be reasonably necessary due to weather, <br /> growing conditions, or other such factors beyond the reasonable control of the <br /> Defaulting Party,within which to cure the default. <br /> D. Remedy. If the Defaulting Party does not cure the default within the grace period <br /> provided in Paragraph 11 C above, the other party may terminate this Agreement <br /> on five (5) days written notice to the other party and pursue all rights and <br /> remedies available in law or equity, including payment of accrued amounts <br /> pursuant to Section 7, subject to legitimate offsets. <br /> 12. TERMINATION AND CANCELLATION: <br /> A. Automatic Termination. This Agreement shall automatically terminate upon <br /> expiration of the Term of the Agreement unless extended upon terms agreeable to <br /> both parties. Upon termination of this Agreement, BCG shall release, transfer, <br /> assign, and quitclaim all of the assets of the Facility (other than assets or personal <br /> property purchased with BCG's own funds that are readily separable from the <br /> Facility) to the City; provided any claim BCG may have for compensation will <br /> survive such transfer. <br /> B. Assets to be Transferred. Said assets shall include, but shall not be limited to, all <br /> of BCG right, title and interest, if any, to any of the following arising out of <br /> activities of the Facility, advances from the City, or revenues of the Facility (other <br /> than insurance proceeds relating to liabilities not required to be assumed by the <br /> City), but specifically excluding BCG personal property purchased with BCG's <br /> own funds and located on the Facility. Such assets transferred to the City also <br /> include, but are not limited to, the following: cash and cash equivalents, accounts <br /> 16 <br /> ti <br />