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� <br /> 37.The occurrence of any one or more of the following events shall constitute <br /> cause for the CITY to declare MRI in default of its obligations under this <br /> AGREEMENT: <br /> a) MRI fails to perform, to CITY'S satisfaction, any material requirement <br /> of this AGREEMENT or is in violation of a material provision of this <br /> AGREEMENT; <br /> b) CITY determines that satisfactory performance of this AGREEMENT is <br /> substantially endangered or that a default is likely to occur; <br /> c) MRI fails to make substantial and timely progress toward performance <br /> of the AGREEMENT; <br /> d) MRI becomes subject of any bankruptcy or insolvency proceeding; <br /> terminates or suspends its operations; becomes for any reason <br /> financially insolvent or unable to pay its bills; <br /> e) MRI has failed to comply with applicable federal, state and local laws, <br /> rules, ordinances, regulations and orders when perForming within the <br /> scope of this AGREEMENT; <br /> fl MRI has engaged in any conduct that has or may expose CITY to <br /> liability, as determined in CITY'S sole discretion; <br /> g) If there is default caused by MRI, CITY shall provide written notice to <br /> MRI requesting that the breach or noncompliance be remedied within <br /> the period of time specified in the CITY'S written notice to MRI. If the <br /> breach or noncompliance is not remedied by the date of the written <br /> notice, the CITY may either: i) immediately terminate the <br /> AGREEMENT without additional written notice; or ii) enforce the terms <br /> and conditions of the AGREEMENT and seek any legal and equitable <br /> remedies. <br /> 38.MRI shall be responsibte for negligent acts and omissions of its agents, <br /> employees and subcontractors in their perFormance of MRI'S duties under the <br /> AGREMENT. <br /> 39.This AGREEMENT may not be assigned in whole or in part by MRI without the <br /> prior written consent of CITY. Transfer of a controlling interest in MRI shall be <br /> considered an assignment. <br /> 40.MRI shall not contract with third parties for the performance of its obligations <br /> under this AGREEMENT without CITY'S prior written approval. <br /> 41.MRI shall not employ any person employed by CITY during the term of this <br /> AGREEMENT to perForm any work required by the terms of this AGREEMENT. <br /> 42.MRI agrees to indemnify and hold harmless the CITY and its officers, agents <br /> and employees and volunteers from any and all costs, expenses, losses, <br /> claims, damages, liabilities, settlements and judgments, including reasonable <br /> 6 <br />