Res 2012-155 - Laserfiche WebLink

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P. Force Majeure. If by reason of Force Majeure any Party hereto will be rendered unable wholly or in part to carry out its obligations under this Funding Contract, then if such Party will give notice and full particulars of such Force Majeure in writing to the other Party within a reasonable time after the occurrence of the event or cause relied on, the obligation of the Party giving such notice, so far as its performance is prevented by such Force Majeure, will be suspended during the continuance of the inability then claimed, but for no longer period, and any such Party will endeavor to remove or overcome such inability with reasonable dispatch. The term "Force Majeure" as employed herein will mean acts of God, strikes, lockouts or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the United States or the State of Texas, regulatory restrictions imposed on the EAA by the Texas Legislature, any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, tornados, blue northers, storms, floods, washouts, any drought defined as an Unforeseen Circumstance in Section 8.2 of the EAHCP, restraint of government and people, civil disturbances, explosions, extraordinary breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply, or on account of any other causes to the extent not reasonably within the control of the party claiming such inability. The Parties acknowledge that nothing in this provision affects the authority of the Service to suspend or revoke the Permit, either partially or in its entirety, as to the Party experiencing the inability or as to all Parties. Q. Remedies. The Parties recognize that failure in the performance of any Party's obligations hereunder may not be measurable solely in money damages. Each Party therefore agrees in the event of any default on its part that each Party will have available to it, in addition to all other legal remedies, the equitable remedy of mandamus and /or specific performance, but not termination as long as the ITP is outstanding. It is the intent of the Parties to this Funding Contract that any default may be subject to the remedy of mandamus and /or specific performance to the extent that mandamus and /or specific performance is possible under the existing circumstances. If the EAA fails to appropriate funds necessary to discharge that Party's obligations under this Funding Contract and a court of competent jurisdiction fails to enforce that obligation, then this Funding Contract will terminate, and the other Parties will have the right to petition the Service to terminate the ITP with regard to the EAA. R. Default — Notice and Opportunity to Cure. If any Party fails to perform any obligation or make any payment in the required amount when due under this Funding Contract, the other Party may, without prejudice to any other right or remedy it may have under this Funding Contract, provide written notice of default to the nonperforming Party. If written notice of default is provided to a nonperforming Party, a copy of said notice will also be provided to the Implementing Committee. The nonperforming Party has 60 days from receipt of the notice within which to remedy the default. S. Rights Regarding Books and Records. Each Party will permit the other Party upon reasonable notice to examine and copy all the books and records kept by the Party regarding this Funding Contract. In addition, upon reasonable prior written notice to the other Party, any Party may conduct a complete audit of the books and records kept by the Party regarding this Funding Contract and the approved Application as well as upon the information and documentation used to prepare the books and records. Any such audit will be at the requesting Party's sole expense 12 of 15