Agmt17 California River Watch CRW Settlement Agreement

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8. Force Maieure Separate from, and in addition to, any other limitations on, or amendments to, the City's obligations under this Agreement, the City's obligations to comply with any provisions of this Agreement shall be excused or deferred if compliance, or a delay in compliance, is caused by an event or circumstance beyond the reasonable control of the City or any entity controlled by the City, including its contractors, and which event or circumstance could not have been reasonably foreseen and prevented by the exercise of due diligence by the City. Where implementation of the actions set forth in this Agreement, within the deadlines prescribed, becomes unachievable, despite the timely good faith efforts of the City, the City shall notify CRW in writing within sixty (60) days of the date that the City knew of the event or circumstance precluding compliance, and shall describe the reason for the non-performance. The Parties agree to meet and confer in good faith concerning the non-performance and, where the Parties concur that the performance was or is impossible, despite the timely good faith efforts of one of the Parties, compliance shall be excused or new performance deadlines shall be established by agreement of the Parties. In the event that the Parties cannot timely agree, either party shall have the right to invoke the Dispute Resolution Procedure described in section 10 of this Agreement. 9. General Provisions A. Construction: The language in all parts of this Agreement shall be construed according to its plain and ordinary meaning, except as to those terms defined by law, in the CWA or specifically herein. B. Choice of Law: This Agreement shall be governed by the laws of the United States, and where applicable the laws of the State of California. C. Severabilitv: In the event that any provision, section, or sentence of this Agreement is held by a court to be unenforceable, the validity of the enforceable provisions shall not be adversely affected. D. Correspondence: All notices required herein or any other correspondence pertaining to this Agreement shall be sent by regular, certified, overnight, or electronic mail as follows: REV: 05-09-17 MI If to CRW: California River Watch 290 S. Main Street, Suite 817 Sebastopol, CA 95472 Telephone: (707) 528-8175 Facsimile: (707) 528-8675 And to: Jack Silver Law Offices of Jack Silver 708 Gravenstein Highway North #407 Page 6 of 9 ATTY/AGR.2017.1OO/Settlement of CRW Anticipated Litigation