NS-2691 - Laserfiche WebLink

Home Browse Search

7.2 Procedure upon Breach. Upon the occurrence of any of the events described in Sections 7.1 and/or 7 .1.2,and prior to termination ( a "Breach"), the non-defaulting party shall give the defaulting party written notice specifying the nature of the alleged Breach and, when appropriate, the manner in which said Breach may be satisfactorily cured ("Notice"). If the defaulting party fails to cure within thirty (30) days after receipt of Notice ("Notice Period"), or in a case where a Breach cannot be reasonably cured within such Notice Period, fails to commence such cure within the Notice Period and/or, thereafter, fails to diligently pursue such cure to completion then the defaulting, party is in "Default". Failure or delay in giving Notice shall not constitute a waiver of any Breach, nor shall it change the time of Default. 7.3 Termination. This Agreement may be terminated by either party in the event of Default by the other. Owner's obligation to pay the fees set forth in Sections 5.17, 5.18 and 5.19 of this Agreement shall survive termination, if termination is due to Owner's Default. 7.4 Damages and Remedies. (1) In no event shall either party be entitled to any damages against the other upon termination of this Agreement in the absence of a Default. (2) The Owner shall not be liable for any general, special or compensatory damages to City or the Owner's Default hereunder; provided however Owner shall be responsible for any Default under Sections 5.1.7,5.1.8 and/or 5.1.9 but only to the extent of the fees set forth therein, without penalty, but including interest from the date such fees were due until paid at the same rate of interest imposed by the Orange County Superior Court as post-judgment interest. (3) The City shall not be liable for any general, special or compensatory damages to Owner or to any successor or assignee or transferee of Owner for the City's Default hereunder. (4) In the event of the failure of the obligation described in Section 5.1.15, the City's sole remedy shall be termination. 7.5 Institution of Legal Action. In addition to any other rights or remedies, and except as provided in Section 7.4, either party may institute legal action to cure, correct, or remedy any Default, terminate or confirm or reject the propriety of a termination, specifically enforce any covenants or agreements set forth in the Agreement, or enjoin any threatened or attempted violation of the Agreement; or to obtain any remedies consistent with the purpose and term of the Agreement. Legal actions shall be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 7.6 Multiple Owners. Because the Project may be developed by Owner or by one or more assignees of Owner, the Parties acknowledge and agree that the provisions of this Section 7 relating to any Default by Owner with respect to its obligations, and the City's enforcement rights with respect thereto, including any rights of termination and the limited rights to seek damages, shall relate only to the portion of the Property actually owned by the specific Owner whose act or omission constituted such Default. Other portions of the Property owned by a different non- defaulting Owner (provided such non-defaulting Owner is not in Default hereunder with respect to its Property) and/or any other permitted assignee provided such permitted assignee(s) are not in Default hereunder with respect to its/their Property shall not be affected nor shall the rights of such non- 16 DOCSOC/l 1 10339vl 1124579-0001 Ordinance NS-2691 Page 23 of 73