Res 2014-163/Sale of treated water to Crystal Clear Special Utility District

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Section 3.02. Default; Termination. The failure or refusal of a party to comply with any term, provision, or covenant of this Agreement will constitute a default by that party. This Agreement may be terminated by either party upon a default by the other party. In the event of a default by a party, the other party will give the defaulting party written notice of default, and, if the defaulting party fails to cure or remedy the default within 30 days following receipt of notice, this Agreement will terminate immediately without further notice to the defaulting party. The City may suspend the supply of Water under this Agreement without terminating this Agreement if Crystal Clear fails to pay any amount billed by the City under Section 2.02 of this Agreement, unless Crystal Clear has notified the City in writing of a bona fide dispute concerning the bill prior to the deadline in the City's billing notice. Section 3.03. Termination for Convenience. It is understood and agreed between the Parties that this Agreement is entered into voluntarily. It is the Parties' intent to enter into this Agreement to promote efficient exchange and transfer of CCNs as proposed in PUC Docket No. 42984. The City has excess water supply from which it intends to meet its obligations under this Agreement, but is not obligated to sell such excess water supply and is not dependent upon the revenue generated from the sale of such excess water. Notwithstanding any other provision in this Agreement, therefore, the Parties agree that either Party may terminate this Agreement for any reason by providing 30 days' written notice thereof to the other. In the event of such termination under this Section, both Parties shall cooperate to fulfill any obligations remaining through the effective date of termination. With respect to the terms, notice and all other provisions under Sections 3.01 and 3.02, it is further agreed that such provisions are subject to this Section, but that the Parties will, nonetheless, endeavor to follow such provisions in their sole discretion before exercising their termination option under this Section. Article 4. Miscellaneous Provisions Section 4.01. Regulatory Compliance. The obligations of Crystal Clear and the City under this Agreement are subject to all applicable federal, state and local laws and regulations currently in effect and as amended or modified from time to time (the "Laws and Regulations "). The City is responsible for compliance with the Laws and Regulations that apply to the City's facilities and portion of the Water Transmission Line on its property, in its easements or within its territorial limits. Crystal Clear is responsible for compliance with the Laws and Regulations that apply to its facilities and portion of the Water Transmission Line on its property, in its easements or within its territorial limits. Section 4.02. Force Majeure. If the City should be prevented, wholly or in part, from transporting and delivering water to Crystal Clear customers under this Agreement by reason of an act of God, unavoidable accident, acts of the public enemy, strikes, floods, fires, governmental restraint, breaks in the City's pipelines or storage facilities, damage to water distribution facilities, shortages in water supply to the City, or reduction, interruption or loss of sources of water available to the City relied upon to supply water under this Agreement, or for any other cause beyond the City's reasonable control, then the obligation of the City to deliver water to Crystal Clear shall be discontinued during the continuance of such force majeure. No damages shall be recoverable from San Marcos by reason of the suspension of the transportation and delivery of Water due to any of the causes above mentioned. The City shall notify Crystal El