4.4 SR 08-21-2023 - Laserfiche WebLink

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Article IV Relationship of Parties; No Property Interest Relationship of the Parties. Under this Agreement, the parties shall at all times be acting and performing as independent contractors. Nothing contained in this Agreement shall be construed to create a j oint venture, principal, and agent, or any similar legal or equitable relationship between the parties. Neither party shall have or exercise any control or direction over the methods by which the other party provides services contemplated by this Agreement. Nothing in this Agreement shall be construed to give Primary Sponsor any control over or responsibility for operation of the Facility. 2. No Property Interest. Nothing in this Agreement shall be construed as granting to Primary Sponsor any property interest in any City-owned property. The City maintains all its rights as the fee owner of the Facility and all improvements thereon on behalf of itself and the public. Article V Term and Termination Fixed Term. The Term of this Agreement shall commence on the Effective Date and remain in effect for a period of ten (10) years, until the lOth anniversary of the Effective Date (the "Expiration Date"). 2. Early Termination. Early termination by Primary Sponsor. Primary Sponsor may terminate this Agreement for any reason, effective on the fifth (Sth) anniversary of the Effective Date by giving City no less than one (1) year's written notice of its intent to terminate. If Primary Sponsor terminates this Agreement on the fifth (Sth) anniversary of the Effective Date, Primary Sponsor shall pay City, at the time of its written notice of termination, a$50,000 early termination fee in lieu of the annual $35,000 contribution. b. Early Termination for Cause. Either party may terminate this Agreement for good cause shown. The terminating party shall give a written "Notice of Intent to Terminate" the Agreement. The Notice of Intent to Terminate the Agreement shall set forth the reason(s) for termination of the Agreement and shall allow for a"Cure Period" during which time the non-terminating party shall have the opportunity to cure the purported breach or default. If either party fails to cure and Good Cause continues to exist following the applicable cure period, the other party shall be entitled to terminate the Agreement or seek specific performance, and in any event, may sue for damages. In any action for damages under this Agreement, neither party shall be liable or responsible under any circumstances for consequential, incidental, indirect lost profit, or punitive damages of any kind. c. "Good cause" for City to terminate includes, but is not limited to, the following: i. Any material breach of the terms, conditions, and obligations of this Agreement by Primary Sponsor;