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802. Default Remedies. Failure by either party to perform any action or covenant <br /> <br /> required by this Agreement within the time periods provided herein following notice and failure <br /> to cure as described hereafter, constitutes a "Default" under this Agreement. A party claiming a <br /> Default shall give written notice of Default to the other party specifying the Default complained <br /> o£ Except as otherwise expressly provided in this Agreement, the claimant shall not institute <br /> any proceeding against any other party, and the other party shall not be in Default if such party <br /> within thirty (30) days from receipt of such notice immediately, with due diligence, commences <br /> to cure, correct or remedy such failure or delay and shall complete such cure, correction or <br /> remedy with diligence. <br /> 803. Institution of Legal Actions. In addition to any other rights or remedies and <br /> subject to the restriction otherwise set forth in this Agreement, either party may institute and <br /> action at law or equity to seek specific performance of the terms of this Agreement, or to cure, <br /> correct or remedy any Default, to recover damages for any Default, or to obtain any other <br /> remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in <br /> the Courts of the County of Orange, State of California, or in the District of the United States <br /> District Court in which such county is located. <br /> 804. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in <br /> this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either <br /> party of one or more of such right or remedies shall not preclude the exercise by it, at the same or <br /> different times, of any other rights or remedies for the same default or any other default by the <br /> other party. <br /> 805. Inaction Not a Waiver of Default. Any failures or delays by either party in <br /> asserting any of its rights and remedies as to any Default shall not operate as a waiver of any <br /> Default or of any such rights or remedies, or deprive either such party of its right to institute and <br /> maintain any actions or proceedings which it may deem necessary to protect, assert or enforce <br /> any such rights or remedies. <br /> 806. Termination. This Agreement shall terminate on the earlier of: (a) expenditure of <br /> all NSP funds; (b) failure to cure a material breach after notice and time to cure; (c) February 1, <br /> 2014; (d) the date ninety (90) days following receipt by Developer of written notice of <br /> termination from the City; (e) upon mutual agreement of the parties, or (f) failure to meet <br /> Performance Measures as set forth in Section 602. <br /> 900. GENERAL PROVISIONS <br /> 901. Relationship between the Parties. Both parties expressly acknowledge it is the <br /> intention of the parties that this Agreement shall be a contract for services and shall not in <br /> any way create any employer/employee relationship between the parties or any co-venture or <br /> joint venture. Developer is an independent contractor who shall in no way be considered an <br /> employee of the City. It is expressly acknowledged and agreed that Developer shall be <br /> responsible for maintaining its own insurance as described in paragraph 906. <br /> 902. Notices. Any approval, disapproval, demand, document or other notice ("Notice") <br /> which either party may desire to give to the other party under this Agreement must be in <br /> 16 <br /> 25K-52 <br /> <br />