Resolution 2014-22 - Laserfiche WebLink

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(B) the execution of this Agreement is not violative of its charter, by -laws or any law, regulation or agreement by which it is bound or to which it is subject; (C) no litigation or governmental proceeding is pending or threatened in writing which might have a material adverse effect on this Agreement, the transaction contemplated by this Agreement or the rights of the Parties hereunder. City represents and warrants that it has full right and authority, including any requisite authority, to perform its respective obligations under this Agreement; 17. Indemnification. Zayo shall indemnify and hold harmless the City and its respective officers, agents and employees from and against all Claims, damages, losses, liabilities, remedial actions of any kind, all costs and cleanup actiosns of any kind, and costs arising from its acts or omissions pursuant to this Agreement including without limitation reasonable attorney fees and costs, except to the extent arising from or caused by the negligence or willful misconduct of the City, its officers, employees or agents. It is specifically understood and agreed that nothing in this Agreement shall be construed as an express or implied waiver by the City of its governmental immunity and the limitations on liability which are provided to City, its officers, and employees under the Colorado Governmental Immunity Act, Section 24 -10 -101 et. seq., C.R.S. 18. Limitations of Liability. The Parties' liability under this Agreement shall be limited to direct damages incurred. Neither Party shall be liable to the other for special, indirect, consequential or punitive damages resulting from or arising out of this Agreement, or the performance of the work hereunder, including, without limitation, economic loss or loss business or profits or business interruptions, however same may be caused. This limitation shall not apply to any claims arising out of any indemnification obligations under Section 17. 19. Default and Termination. (A) Event of Default. Any of the following shall constitute an event of default: (a) Party fails to perform or observe any representation, warranty, covenant, condition or agreement and fails to cure such breach within thirty (30) days after written notice; (b) any representation or warranty made by a Party hereunder or in any other instrument provided to one Party by the other Party proves to be incorrect in any material respect when made; (c) a proceeding under any bankruptcy, reorganization, arrangement of debts, insolvency or receivership law or assignment of benefit of creditors is made by or against the Party; (d) a Party becomes insolvent or fails generally to pay its debts as they become due; or (e) a Party voluntarily or involuntarily dissolves or is dissolved or terminates or is terminated. (B) Remedies. In the event of a default by either Party, the non - defaulting Party shall have the right to exercise any or all of the following remedies to the extent applicable: (a) terminate this Agreement; and (b) disconnect and/or remove the applicable Delivered Facilities and equipment. Upon any such termination, the defaulting Party shall lose the right to use the Delivered Facilities. Any such termination shall in no way affect or alter the validity of this Agreement with respect to the rights granted to the non - defaulting Party hereunder and the non - defaulting Party may continue to use the Delivered Facilities and avail itself of all other rights it receives pursuant to this Agreement; provided, however, that such non - defaulting Party must pay a use fee to the Delivering Party based on current market value for a lease of similar facilities. Additionally, the City may upon thirty (30) days written notice, terminate this Agreement as to any segment of the City Conduit or Right -of -Way that is condemned by lawful exercise of eminent domain or that is conveyed in lieu of an exercise of eminent domain; provided, however, Page 6 of 17