8H Consent 2009 1116 - Laserfiche WebLink

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UPRR Corridor Improvement Study County -City Funding Agreement CITY No. 14A-36-288 13) County will place in the public domain any software, written document, intellectual property, process, technique or product developed with CITY funds as part of the Project. SECTION III CITY OBLIGATIONS: 1) CITY will provide CITY funds not to exceed the "Total CITY Funds Awarded to Project." CITY will make a good faith effort to provide all funds set forth in this Agreement. 2) CITY will endeavor to pay undisputed amounts of approved invoices within thirty (30) calendar days of receipt. 3) CITY will provide timely notice prior to conducting an audit. 4) CITY will provide a copy of its approved CITY logo. SECTION IV GENERAL PROVISIONS: 1) Term: This Agreement will remain in effect for twenty-eight (28) months after execution unless terminated as provided below. 2) Termination: If the County materially breaches this Agreement, including but not limited to failing to meet the schedule without compelling reason or failing to comply with applicable regulations, CITY shall notify County of such breach and provide County with a reasonable opportunity to cure such breach. If, after receiving written notice of breach, County fails to cure, or commence to cure said breach within the time stated in the notice of breach, CITY may either terminate this Agreement or suspend payments to the County until such time as the County makes reasonable efforts to comply with dais Agreement. CITY may terminate this Agreement for default upon giving thirty (30) days written notice (or such other reasonable period of time authorized in writing by CITY) of such default to County and County does not cure such default. CITY will reimburse County for qualifying expenditures in full conformance with this Agreement made until the effective date of the termination. 3) Indemnity: County will indemnify and hold harmless CITY, its members, officers, employees, agents, representatives, consultants, contractors, and successors-in-interest against any and all claims, suits or actions arising out of an act or omission of the County or its employees, subcontractors or agents related to or arising out of the Project, except to the extent such claim, suit or action arises out of the sole negligence or willful misconduct of CITY. This indemnification will survive expiration or termination of this Agreement. CITY shall indemnify and hold harmless County, its officers, employees, agents, and successors-in-interest against any and all claims, suits or actions arising out of a negligent act or omission by CITY in the performance of its duties under this Agreement. BikePed-Cycle3-A070004-ACPWA-UPRR Page 4 of 12