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2.4.1 Default and Remedies. If either Party is in default of any of its material obligations <br /> under this Agreement, the non-defaulting Party shall provide written notice of such default to the <br /> other. If the defaulting Party does not cure the default within 30 days after receipt of such notice <br /> or,if the default is not reasonably susceptible to cure within 30 days and a cure is not begun within <br /> such 30-day period and, thereafter, continuously and diligently pursued to completion on a <br /> schedule approved by the other Party, then the non-defaulting Party may, at its sole discretion, <br /> terminate this Agreement. In the event of termination by the City,the City may withhold all further <br /> payments to the Owner, except for such sums due for work properly completed through the date <br /> of termination. In the event of a material default by the City for reasons other than a default by the <br /> Owner,the Owner may file suit for actual damages. In addition to the foregoing,either Party may <br /> pursue any remedies available at law or in equity for breach of this Agreement by the other. The <br /> prevailing Party in any litigation arising from the activities under this Agreement shall be entitled <br /> to recover reasonable attorney's fees and costs of litigation. <br /> 2.5 Miscellaneous <br /> 2.5.1 Books and Records. All of the Owner's books and other records related to the <br /> bidding and construction of the Waterline Improvements shall be reasonably available for <br /> inspection by the City upon reasonable prior notice. <br /> 2.5.2 Entire Agreement; Amendment; Binding on Successors. This Agreement <br /> constitutes the entire agreement between the Parties hereto and may be amended only by a written <br /> document signed by the Parties. This Agreement shall be binding upon the successors and assigns <br /> of the Parties. <br /> 2.5.3 Assignment. The assignment of all or part of this Agreement by a Party is not valid <br /> without the written consent of the other Party, except that: <br /> a. the Owner may assign this Agreement in connection with the sale of the <br /> McCarty Project site or to any other property owner benefitted by the public improvements <br /> related to the McCarty Project; <br /> b. this Agreement may be pledged as collateral in connection with any loan to <br /> the Owner related to the McCarty Project; and <br /> c. this Agreement may be assigned to a wholly owned subsidiary of or entity <br /> under common ownership with the Owner. <br /> Any assignment under subsections (a), (b) and (c), however, shall not be effective as to the City <br /> until written notice of the assignment is provided to the City. <br /> 2.5.4 Effect of Force Majeure Event. A Party will not be deemed to be in default or <br /> otherwise in violation of any term of this Agreement to the extent such Party's action, inaction or <br /> omission is the result of Force Majeure Event. The Parties agree to use commercially reasonable <br /> efforts to promptly resolve any Force Majeure Event that adversely and materially impacts their <br /> performance under this Agreement. A Force Majeure Event pauses a Party's performance <br />