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5EF'.1E.199~ 1~~25A~~
<br />N0.~1~ P.lSi19
<br />~ (ii) Default by Transit District. The 'I~ansit District a
<br />breach any of the provisions of this Agreament whetherl by Iacton olr hina t one1andt uch
<br />breach shall continue and not be remedied within sixty (60) days after any o~her party sball
<br />have given notice specifying th~ breach; provided that if tbc odier PFUty detern~ines tl~at such
<br />breach cannot with due diligence be cured within a period of sixty (60) days, it shall allow the
<br />Transit District to cure such breach within such additional period of time as t~e other Partv
<br />shall specify in writing, and in any such event such breach shall not constitute a default
<br />hereunder so long ss the 'IYansit District diligently proceeds to effect such cure apd such cure
<br />is accomplished within sucl~ specified period of time granted by the other Party,
<br />6.2 Remedies After Satisfaction of Conditions Precedent. If, after the Conditions Precedent have
<br />been satisfied, either th~ County or the Transit District shall default under the terms of this
<br />Agre~ment, the other Party may, as it's exclusive remedy, recover froru the defaultin~ Pazty money
<br />damag~s resulting from the default. Neither Party may terininate this pgreement after the Conditions
<br />Precedent have b~en satisfied, even in the case of defaul[, except for illegality or impossibility.
<br />6,3 Waivers of Default, Termination of Enforcement Proceedings and Related A2atters. In
<br />case any Party shall have proc~eded to enforce any right or remedy hereunder and such proceedings
<br />shall have been discontinued or abandoned for any reason, or sh311 have been detetznined adversely,
<br />then and in every such cas~ the County and the Transit District shall be restored to their former
<br />positions and rights hereunder and all rights, remedies and powers of each Party shall coatinne as if
<br />no such proceedings had been tak~n except as modified by such proceedings.
<br />To l'he ext~nt not preclud~d by this Agreement, the non-defaulting Party may, in its
<br />discretion, waive any default hereunder and its consequences and, in case of any such waiver or
<br />rescission, che County and rhe Transit District shall be reatored to cheir former positions and rights
<br />~ hereunder respectively, but no such waiver or rescission shall affect any subsequent or ocher default,
<br />or impair any right consequent thereon. I~'o such waiver sha11 be effective unless the same is in
<br />wriung and signed by each of tlie non-defaulting Parties.
<br />No delay or omission to exercise any right or power accrtiing upon any default shall impair
<br />any such right or power or shall be conscrued to be a waiver of any sueh default or acquiescence
<br />cherein; and every such right and power may be exercised from time ~o time and as often as may be
<br />de~med expedient.
<br />No waiver of any default her~under shall extend to or shall affect any subseque,ut default or
<br />shall impair any rights or remedies consequent thereon.
<br />S~CTION 7. MISCELLANEOUS
<br />7.1. Force Majeure. From the dat~ of execution of this Agreement neither the County nor the
<br />Transit District, as rh~ case may be, nor any successor in interest shall be considered in breach of or
<br />default in ics obligacions with respect to any obligations croated hereunder or progress in respect
<br />thereto, in the evenc of enforced delay ("unavoidable delay") in the performance of suc~ obligations
<br />du~ to unforeseeable causes beyond its conuol and without its fault or negligence, including but not
<br />limited to acts of God, or of the public enemy, acts of the Govemment, acts of the other party, fires,
<br />iloods, epidemics, quarantine resuictions, strikes, frei,ght embargoes, earthquake, exp~osion, mob
<br />violence, riot, inability to procure or general sabotage or rationing of Iabor, equi~memt, facilities,
<br />sources of energy, material or supplies in the open market, litigation or arbitration involving a party
<br />or others relaung ~o zoning or other governmental action or insction pertaining to the Projact,
<br />malicious mischief, condemnation, and unusually severe weathet or delays of suppliers or
<br />subcontractors due to sucb csuses or any similar events snd/or occusrences beyond thie control of
<br />County or Transit District, it being the purpose and intent of this provision that in the event of the
<br />occurrence of any such unavoidable del.ay che time or times for performance of the ovligations af
<br />~ Courthouse Square
<br />Development Agreement
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