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-7 <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 /> 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 (36`h) and forty-eighth <br /> (48`h) 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 /> 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 /> �` 17 <br />