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b <br /> receivable; other receivables; all equipment, furniture, fixtures, inventory and <br /> supplies; prepaids and deposits; Agreement rights; trade names; phone numbers <br /> for the Facility; books and records; club and individual books; and goodwill. <br /> C. Liabilities. BCG shall defend, indemnify and hold the City harmless from any <br /> and all debts and liabilities incurred by BCG prior to the effective date of the <br /> termination. <br /> D. Closing. The transfer of assets and payment of any sums due BCG shall occur on <br /> or within ninety (90) days following the date on which this Agreement is <br /> terminated. <br /> E. Reserved Right of Termination. Between the thirty-sixth (36th) and forty-eighth <br /> (48th) month of the Term of the Agreement The City may terminate the <br /> Agreement without cause by providing BCG a One (1) year notice of the City's <br /> intention to terminate the Agreement. <br /> F. Event of Default. Either party may terminate this Agreement upon the occurrence <br /> of an Event of Default by the other party in accordance with the provisions of <br /> Section 11. <br /> G. No Waiver. By terminating this Agreement in accordance with this Section 12, <br /> neither party shall be deemed to have waived any action it might have, in law or <br /> equity, by reason of a breach of or default under this Agreement. <br /> H. BCG agrees to assume full responsibility for payment and other obligations <br /> entered into by BCG with third parities while performing work or services in <br /> connection with the terms of this Agreement; and further, BCG agrees to hold the <br /> City harmless, defend and indemnify the City form all claims and all other <br /> assessments including third party vendors and suppliers as a result thereof. <br /> I. BCG shall leave the Facility in the same or better condition as received, normal <br /> wear and tear excepted. The parties shall jointly conduct a final inspection and, if <br /> after notice from the City of any deficiencies and failure to timely correct, the <br /> City may at the expense of the BCG, correct any deficiencies. <br /> 13. FORCE MAJEURE; FIRE AND OTHER CASUALTY: In the event that the Facility <br /> or a substantial portion thereof is rendered unusable by fire, earthquake, act of war or <br /> other extraordinary casualty destroying or damaging the Facility, not withstanding any <br /> language herein, either party may terminate this Agreement by giving notice to the other <br /> party within thirty (30) days after such conditions are discovered. Neither party shall be <br /> required to restore or reconstruct the Facility. In the event the Facility is partially <br /> destroyed by fire or other cause and is repaired by the City within a reasonable length of <br /> time, BCG will be excused from performance at the damaged Facility or portion thereof <br /> during the time said Facility or portion thereof is not open for business as usual, but will <br /> maintain operations at the remaining portion of the Facility and the privileges and <br /> responsibilities contained herein shall continue to the end of the Term; provided, <br /> however, during the time the Facility or portion thereof is not open for business as usual, <br /> BCG's compensation provided in Section 7 shall be reduced proportionately to reflect the <br /> 17 <br />