Resolution 2007-36 - Laserfiche WebLink

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ARTICLE 3 CONTRIBUTION 3.1 Exhibit A sets forth the parties' total cost portions for the projects, with the City's portion of the Project to be $128,428, and the District's portion of the Future Project to be $155,070. The City shall contributl~ towards the cost of the construction of the proposed Project and the District shall contribute towards the cost of the construction of the proposed Future Project. Each party's contribution is more particularly defined in Exhibit A, attached hereto. The contributions shall be paid as folJlows: the City's contribution shall be deducted from the District's contribution in the amOiunts set forth in Exhibit A. After deducting the City's contribution, the District shall pay the City Twenty-Six Thousand Six Hundred Forty-Two Dollars and no/lOO ($26,642) (the "District Contribution") within thirty (30) days following the execution of this Agreement. Other than the District Contribution contemplated herein, the District shall have no responsibiliti1es or liabilities whatsoever with regard to the Future Project, financial or otherwise. Other than the deduction of the City's portion of the Project costs contemplated herein, the City shall have no responsibilities or liabilities whatsoever with regard to the Project, financial or otherwise. ARTICLE 4 BREACH AND NON-BREACH 4.1 Breach, Cure, Reml:dies. In the event either party alleges that the other is in breach or default of this Agreement, the non-defaulting party shall first notify the defaulting party in writing of such default and specify the exact nature of the default in such notice. The defaulting party shall have thirty (30) business days from receipt of such notice within which to cure such default before the non-defaulting party may exercise any of its remedies hereunder; provided that: (i) such default is capable of being cured, (ii) the defaulting party has commenced such cure within said 30-day period, and (iii) the defaulting party diligently prosecutes such cure to completion. If such default is nOit of a nature that can be cured in such thirty (30) day period, corrective action must be commenced within such period by the defaulting party and thereafter diligently pursued. Upon default, the non-defaulting party shall have the right to seek from the Boulder County District Court any and all available remedies, including but not limited to damages, temporary and/or permanent restraining orders or orders of specific performance to compel the other to perform in accordance with the obligations set forth under this Agreement. ARTICLE 5 MISCELLANEOUS 5.1 Relationship of Parties. This Agreement does not and shall not be construed as creating a relationship of joint venturers, partners, or employer-employee between the Parties. 5.2 Liabilitv of City. The City shall have no obligation whatsoever to repay any debt, financial obligation, or liability of the District. 5.3 Assignment. Neithl~r this Agreement, nor any of either party's rights, obligations, duties or authority hereunder may be assigned in whole or in part by either Party without the prior written consent of the other party. Any such attempt of assignment shall be deemed void and of no 5