Agmt11 R.C.Peninsula Park, LLC - Laserfiche WebLink

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may in its discretion cease making payments for the Purchase Price of Facilities or Discrete Components under Article V hereof. Section 9.04. Remedies For Breach. In the event either party breaches any term or provision of this Agreement, the other party shall be entitled to pursue any and all remedies provided by California law in addition to the unilateral termination right granted in Section 9.03. These remedies shall expressly include a lawsuit for damages or for specific performance of the Agreement in addition to any other remedies provided by California law. In the event the either party is owed any sums of money as a result of any breach of this Agreement by the other party, all such sums shall earn interest at the rate of 11/2% per month until paid in full. In the event Developer breaches any term or provision of this Acquisition Agreement, the City shall also have the express right to withhold amounts otherwise payable to Developer under this Acquisition Agreement in such amounts and at such times as are determined appropriate or necessary by the City to satisfy and pay all fees, costs, damages, and costs arising from any breach of this Agreement by Developer or to satisfy any claims or actions commenced by any party including the City. The City shall also have the express right to offset any of its fees, costs, expenses, or damages from any sums otherwise payable to Developer under this Acquisition Agreement. Notwithstanding any other provision of this Section, money damages and interest awarded against the City shall be payable only from available proceeds of the Bonds and only to the extent that City's qualified bond counsel, in his or her reasonable judgment, determines (i) that such use of the bond proceeds would not violate any law, agreement or covenant respecting the use of such proceeds and (ii) that such use of bond proceeds would not cause interest payable on the bonds to loose (in whole or in part) its tax - exempt status under state or federal law. Section 9.05. Force Majeure. Whenever performance is required of a party hereunder, that party shall use all due diligence and take all necessary measures in good faith to perform, but if completion of performance is delayed by reasons of floods, earthquakes, war, terrorism, vandalism, damage to work in progress by casualty, weather, or by other cause beyond the reasonable control of the party (financial inability excepted), then the specified time for performance shall be extended by the amount of the delay actually so caused. Section 9.06. Termination of Indemnification. Notwithstanding any contrary provision of this Agreement, Developer's obligations to indemnify and defend the City and its Council, boards, commissions, directors, officers, employees, and agents, pursuant to Sections 4.03, 4.05, 4.06, 4.07, 7.02, and 8.03 shall terminate with respect to each Facility or Discrete Component thereof on the date which is five (5) years following the City's acceptance of each such Facility or Discrete Component except that (i) said obligations are not terminated with respect to any case in which the sole fault of the Developer or its Contractors is alleged and (ii) the obligation to indemnify the City is not terminated with respect to any liability of the City that is attributed by a court or arbitrator to the Developer. -28-