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<br />whether or not the Work is fabricated, installed or completed. <br />If, instead of requiring correction or removal and replacement of <br />defective Work, <br /> <br />the City prefers to accept it, it may do so, and in such event, <br />the consideration due the Lions Club for performance of the work <br />under this Agreement shall be appropriately reduced or the City <br />may, affer seven (7) days written notice to the Lions Club, <br />without prejudice to any other remedy it may have, make good such <br />deficiencies and all direct, indirect and consequential costs <br />and / or damages incurred as a resul t thereo f ( inc I uding , among <br />others, compensation for additional professional services) shall <br />be charged against the Lions Club. In such latter event, if the <br />consideration then or thereafter due the Lions Club pursuant to <br />the Agreement is not sufficient to cover such amount, as <br />determined by the City, the Lions Club shall pay the difference to <br />the City or the consideration due the Lions Club may be equitably <br />adjusted through the increase of the obligations of the Lions Club <br />for upkeep and maintenance constituting other good and valuable <br />consideration under this Agreement or elimination or reduction of <br />the license granted hereunder, or both. <br /> <br />If, within one (1) year after the acceptance of the Work, any Work <br />is found to be defective, the Lions Club shall promptly, without <br />cost to the City and in accordance with the City's written <br />instructions, either correct such defective Work, or, if it is <br />rejected by the City, remove it from the site and replace it with <br />nondefective Work. If the Lions Club does not promptly comply <br />with the terms of such instructions, the City may have the <br />defective Work corrected or the rejected Work removed and <br />replaced, and all direct, indirect and consequential costs of <br />and/ or damages for such correction or removal and replacement, <br />including but not limited to, compensation for additional <br />professional services, shall be paid by the Lions Club to the City <br />and upon failure of such payment by the Lions Club, the <br />consideration due the Lions Club pursuant to this Agreement may be <br />equitably adjusted through the increase of the obligations of the <br />Lions Club for upkeep and maintenance or elimination or reduction <br />of the license granted hereunder, or both. This provision shall <br />not have the effect of limiting any other obligations of the Lions <br />Club under this Agreement nor shall it serve as an exclusive <br />remedy of the City. Nothing in this paragraph concerning the <br />correction period shall establish a period of limitation with <br />respect to any other obligation which the Lions Club has under <br />this Agreement. The establishment of time periods relates only to <br />the specific obligations of the Lions Club to correct the Work, <br />and has no relationship to the time within which its obligations <br />under this Agreement may be sought to be enforced, nor to the time <br />within which proceedings may be commenced to establish its <br />liability with respect to its obligations other than to <br />specifically correct the Work. <br /> <br />The duties and obligations imposed by this Agreement and the <br />rights and remedies available hereunder, shall be in addition to, <br />and shall not be construed in any way as a limitation of, any <br />rights and remedies available to the parties which are otherwise <br />imposed or available by law or by special guarantee or warranty. <br /> <br />The Lions Club warrants and guarantees to the City that all Work <br />will be new, of merchantable quality, in fully operative <br />condition, fit for the use intended unless otherwise specified, <br />and will be of good quality and free from faults or defects and in <br />accordance with the requirements of the construction contract <br />documents and of any inspections, tests or approvals referred to <br />herein. Further, the Lions Club shall be liable to the City for <br />any and all direct, indirect and consequential damages resulting <br />from the Lions Club's breach of any separate or specific <br />warranties or guarantees required by this Agreement or the <br />construction contract documents. This warranty is not limited by <br />any other provisions of this Agreement. <br /> <br /> <br /> <br /> <br /> <br />-4- ~ <br />~~ <br />