Laserfiche WebLink
Article V <br />Term and Termination <br />1. Fixed Term. The Term of this Agreement shall commence on the Effective Date and <br />remain in effect May 31, 2028. <br />2. Early Termination. <br />a. Early Termination for Cause. Either party may terminate this Agreement for <br />good cause shown. The terminating party shall give a written "Notice of Intent to <br />Terminate" the Agreement. The Notice of Intent to Terminate the Agreement shall <br />set forth the reason(s) for termination of the Agreement and shall allow for a "Cure <br />Period" during which time the non -terminating party shall have the opportunity to <br />cure the purported breach or default. If either party fails to cure and Good Cause <br />continues to exist following the applicable cure period, the other party shall be <br />entitled to terminate the Agreement or seek specific performance, and in any event, <br />may sue for damages. In any action for damages under this Agreement, neither <br />party shall be liable or responsible Linder any circumstances for consequential, <br />incidental, indirect lost profit, or punitive damages of any kind. <br />b. "Good Cause" for the City to terminate includes, but is not limited to, the following: <br />Any material breach of the terms, conditions, and obligations of this <br />Agreement by Sponsor; <br />ii. Failure by Sponsor to deliver the contributions provided for in Article III <br />hereof, the Opt -out fee provided for in Article V(2)(a) hereof, or any <br />required payment as set forth herein; <br />in. Any crime by Sponsor or any principal or owner of Sponsor that causes <br />Sponsor to come into disrepute in the greater Elk River Area; <br />iv. Occurrence of insolvency or bankruptcy of Sponsor, or upon the general <br />assignment by Sponsor for the benefit of creditors, or upon the consent of <br />Sponsor to the appointment of a receiver, trustee, or liquidator of all or <br />substantially all of its property; or <br />V. Occurrence of a Transfer Event which the City has not consented to, as <br />provided in Article VII of this Agreement. <br />C. "Good Cause" for Sponsor to terminate includes, but is not limited to, the <br />following: <br />i. Any material breach of the terms, conditions, and obligations of this <br />Agreement by the City. <br />3 <br />