CC - Agendas - City Council - REGULAR - 10/23/2012

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LIBRARY SUPPORT AGREEMENT MEMBERSHIP IN THE YAVAPAI LIBRARY NETWORK 8. Termination/Non-Renewal a. Early Termination. This Agreement may be terminated at any time by mutual agreement of the parties. b. Termination for Breach. In the event of a breach of any term or condition of this Agreement by any Party, the Party claiming breach shall provide written notice to the Breaching Party, said notice setting forth the factual basis for the determination that a breach has occurred. If the breach is not remedied within fifteen (15) days of the Breaching Party's receipt of notice, this Agreement shall terminate, at the option of the Party alleging breach. c. Non-Renewal. Except as otherwise expressly provided herein, written Notice of Intent not to renew this Agreement shall be provided by the non-renewing Party to the other Party no later thirty(30)days before the specified termination date. d. Residual Obligations. Unless otherwise expressly agreed by the Parties all obligations of the Parties, including payment of charges and fees, for the fiscal year during which termination or non-renewal is effective shall remain in full force and effect and binding on the respective Parties, except where covered under A.R.S. Section 38-511. 9. Miscellaneous Provisions a. Entire Agreement. This Agreement contains the entire agreement between the parties and no modifications to the terms and conditions of the lease shall be binding upon the Parties unless evidenced by a written agreement approved and executed by the MEMBER LIBRARY and the DISTRICT. b. Severability. The invalidity of any provision of this Agreement as determined by a Court of competent jurisdiction, shall in no way effect the validity of any other provision hereof, so long as the original intent of the parties is not defeated thereby. c. Applicable Law. The terms and conditions of this agreement shall be construed and governed in accordance with the laws of the State of Arizona. d. Notices. Notices to be sent pursuant to this Agreement shall be sent certified mail, postage prepaid to the following addresses: District: Member Library: Yavapai County Free Library District 1971 Commerce Center Circle, Suite D Prescott, AZ 86301 or to such other addresses as the parties may officially designate in writing. e. Assignment.Neither Party shall assign or otherwise convey any right or obligation as set forth in this Agreement or any interest thereof without the express written consent of the other Party. f. Conflict of Interest. This Agreement is subject to cancellation in accordance with ARS §38- 511,the pertinent provisions of which are incorporated herein. August 30,2012 Page 5 of 16