Agmt11 Ducks Unlimited "DU" - Laserfiche WebLink

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Any failure by DU to perform any term or provision of this Agreement shall constitute an "Event of Default" (1) if DU does not cure such failure within thirty (30) days following written notice of default from City, or (2) if such failure is not of a nature which can be cured within such thirty (30) day period, DU does not within such thirty (30) day period commence substantial efforts to cure such failure, or thereafter does not within a reasonable time prosecute to completion with diligence and continuity the curing of such failure. Any notice of default given hereunder shall specify the nature of the failure in performance which City claims constitutes a default and the manner in which such default may be satisfactorily cured. During the time periods herein specified for cure of a failure to perform, DU shall not be considered to be in default of this Agreement. Any failure or delay by City in asserting any of its rights or remedies as to any Event of Default shall not operate as a waiver of any Event of Default or of any such rights or remedies or deprive City of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. City may pursue any and all remedies available at law or in equity. 16. EARLY TERMINATION, SUSPENSION, AND FAILURE TO PERFORM Before the Project is complete, either party may terminate this Agreement for any reason by providing the other party with seven days notice in writing and the City may suspend the Agreement upon written notice. In either case, DU shall immediately stop work under the Agreement and shall take all reasonable measures to prevent further expenditure of the City Funds. Any notice suspending work under this Agreement shall remain in effect until further written notice from the City authorizes work to resume. If DU fails to complete the Project as required, or fails to fulfill any other obligations of this Agreement prior to the termination date, DU shall be liable for immediate repayment to the City of all amounts disbursed by the City under this Agreement. The City may, at its sole discretion, consider extenuating circumstances and not require repayment for work partially completed. This paragraph shall not limit any other remedies that the City may have for breach of this Agreement. The parties expressly agree to waive, release and relinquish the recovery of any consequential damages that may arise out of the termination or suspension of this Agreement under this section. DU shall include in any agreement with any contractor retained for work under this Agreement a provision that entitles DU to suspend or terminate the agreement with the contractor for any reason on written notice and on the same terms and conditions specified in this section. 17. OPERATION AND MAINTENANCE DU shall use, manage, maintain and operate the Project throughout the term of this Agreement and until the transfer of ownership of the Project is transferred to the Don Edward National Wildlife Refuge. The City shall not be liable for any cost of ATTY /AGR /2011.009 /DUCKS UNLIMITED 032511 revised final version 7