4.6 SR 04-15-2013 - Laserfiche WebLink

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Termination by County for any reason other than termination for cause under Section 6(b) above shall be a termination without cause. Termination by the County without cause shall be effective immediately upon receipt by the City of written notice from the County of the termination, at which time the City shall have the right to terminate the County's use of the Network Ring. The County shall remain liable to the City for its 25 percent share of capital, operating, maintenance and repair costs incurred up to the date of termination, but shall not be responsible for any costs incurred after the effective date of the notice of termination. If this agreement is terminated pursuant to this Section 6(c), the parties may enter into a subsequent agreement pursuant to which the County would pay for capacity on the Network Ring at market rates. However, neither party is obligated to enter into such an agreement. d. Termination by the City for Cause. The City may terminate this Agreement and the County's use of the Network Ring for cause on ninety (90) days' written notice if the County is in breach of any term of this agreement and said breach has not been cured within 30 days of receipt by the County of a written notice of the breach from the City. e. Termination by the City Without Cause. The City may terminate this Agreement for any reason without cause on one year written notice to the County. If the City tenninates this Agreement without cause prior to the end of the 20 -year initial tern hereof, the City shall return to County 5 percent of the County's capital contributions to the Network Ring for each year remaining on the initial 20 -year tern. 7. Assignment. Went. By County. The County may not assign, transfer or delegate any of its rights or obligations relating to the Network Ring under this Agreement either directly or indirectly by any means, by operation of law or otherwise without the prior written consent of the City. This provision shall not apply to assignment, transfer or delegation or rights or obligations relating to the Lateral Connections owned and operated by the County. b. By City. For the first five full years of this Agreement, the City shall not assign, transfer or delegate any of its rights or obligations under this Agreement either directly or indirectly by any means, by operation of law or otherwise without the prior written consent of the County. This provision shall not prevent the City from contracting or sub- contracting for the necessary repair, maintenance or improvement of the Network Ring as may be permitted or required by this Agreement. Following the first five years of the Agreement, the City may assign its ownership of and /or its operation, maintenance or repair responsibilities with respect to the Network Ring to a third party without the County's consent, but only if said third party specifically agrees to be bound by the terms of this Agreement. In the event the City assigns its ownership, operation or control of the Network Ring to any third party at any time, the County may terminate this Agreement for cause pursuant to Section 6(b). Amendments. This Agreement contains all of the terms agreed to by the parties and any promise or communications of any type not reflected in this Agreement are null and void. Any amendments to this Agreement shall be in writing and shall be approved by the governing board of each party. 9. Governing Law. This Agreement shall be governed by the laws of the State of Minnesota.