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Failure to provide reasonable access to the Records to authorized City representatives shall give <br />the City the right to suspend or terminate this Agreement as provided for in Article VI above, or <br />any portion thereof, for reason of default. All Records shall be retained by R3bi for a period of <br />two (2) years after all performance requirements are achieved for audit purposes until such audits <br />or other administrative, civil or criminal matters including, but not limited to, investigations, <br />lawsuits, administrative inquires and open record requests are completed. R3bi agrees to <br />maintain the Records in an accessible location. <br />Article IX <br />Assignment <br />9.01 Assignment. This Agreement may not be assigned without the express written <br />consent of the non - assigning party, except that the Company may assign this Agreement without <br />obtaining the City's consent (a) to one of its wholly owned affiliates, or (b) to any person or <br />entity that directly or indirectly acquires, through merger, sale of stock, purchase or otherwise, <br />all or more than ninety (90) percent of the assets of the Company as long as the Company gives <br />sixty (60) days prior written notice to the City and the assignee executes an agreement with the <br />City to be bound to all the terms and conditions of this Agreement and be responsible for any <br />default(s) that occurred prior to or after the assignment. <br />For any assignment not covered by (a) or (b) above, the Company must obtain the prior <br />written approval of the City and the assignee must agree in writing to be bound to all the terms <br />and conditions of this Agreement and to accept all liability for any default that occurred prior to <br />and /or after the assignment. <br />Any assignment agreement must be furnished in a form acceptable to the City and be <br />provided at least thirty days prior to the effective assignment date. City agrees to notify the <br />potential assignee of any known default, but such notification shall not excuse defaults that are <br />not yet known to the City. <br />Article X <br />Miscellaneous <br />10.01 No Joint Venture. It is acknowledged and agreed by the parties that the terms of <br />this Agreement are not intended to and shall not be deemed to create a partnership or joint <br />venture among the parties. Neither party shall have any authority act on behalf of the other party <br />under any circumstances by virtue of this Agreement. <br />10.02 Notice of Bankruptcy. In the event Company files for bankruptcy, whether <br />involuntarily or voluntary, Company shall provide written notice to the City within three (3) <br />business days of such event. <br />10.03 Authorization. Each party represents that it has full capacity and authority to <br />grant all rights and assume all obligations that are granted and assumed under this Agreement. <br />10.04 Notice. Any notice required or permitted to be delivered hereunder shall be <br />deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified <br />Page 5 of 7 <br />