Res 2005-127 - Laserfiche WebLink

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ARTICLE XI BREACH, DEFAULT, REMEDIES AND TERMINATION SECTION 11.1. REMEDIES FOR BREACH. The parties agree that, except as otherwise provided in Sections 11.2, 11.3, 11.4, 11.5 and 11.6 with respect to termination rights, in the event that either party breaches this Service Contract, the other party may exercise any legal rights it has under this Service Contract, under the Letter of Credit and under Applicable Law to recover actual damages or to secure specific performance, and that such rights to recover damages and to secure specific performance shall ordinarily constitute adequate remedies for any such breach. Neither party shall have the right to terminate this Service Contract for cause except upon the occurrence of an Event of Default. SECTION 11.2. EVENTS OF DEFAULT BY THE AUTHORITY. (A) Events of Default Not Requiring Previous Notice. Each of the following shall constitute an Event of Default by the Authority upon which the City, by notice to the Authority, may terminate this Service Contract without any requirement of having given notice previously or of providing any further cure opportunity: (1) Failure of Performance. The failure of the Authority to meet the Performance Guarantees on a 12-month rolling average basis and such failure is not due to an Uncontrollable Circumstance or City Breach; (2) Security for Performance. The failure of the Authority to obtain or maintain in full force and effect the Letter of Credit required by Article XIII as security for the performance of this Service Contract {unless the City has released the Authority from its obligation to provide a Letter of Credit pursuant to Section 13.2(B)}; (3) Failure to Perform a Material Obligation. The failure or refusal of the Authority to perform a material obligation hereunder, such that the failure or refusal constitutes a gross misfeasance of duty and such failure is not due to an Uncontrollable Circumstance or City Breach; (4) Abandonment. The abandonment or failure to operate all or a substantial portion of Facilities for a period of 48 hours; (5) Insolvencv. The insolvency of the Authority as determined under the Bankruptcy Code; (6) Voluntary Bankruptcv. The filing by the Authority of a petition of voluntary bankruptcy under the Bankruptcy Code; the consenting of the Authority to the filing of any bankruptcy or reorganization petition against the Authority under the Bankruptcy Code; or the filing by the Authority of a petition to reorganize the Authority pursuant to the Bankruptcy Code; and 72