PC-92-80 - Laserfiche WebLink

determine the feasibility of any modification or suspension based on the effect the modification or suspension would have on the purposes and intent of this Agreement. Xf, in Developer's reasonable business judgment, the modification or suspension is infeasible, Developer shall have the right to terminate this 'Agreement by written notice to city. In addition, at Developer's election, the Term of this Agreement may be extended pursuant to Section 9.1 for the duration of the period during which the new state or federal regulation precludes compliance with the provisions of this A~reement. Developer also shall have the right to challenge the new state or federal law or regulation preventing compliance with the terms of this Agreement, and, if the challenge is successful, this Agreement shall remain unmodified and in full force and effect, except that the term shall be extended by the challenge pursuant to section 9.1. 9. EVENTS OF DEFAULT: REMEDIES: TERMINATION. 9.1 Events of Default. subject to any extensions of time by mutual consent in writing, and subject to the provisions of Section 9.1 regarding permitted delays, any failure by either party to perform any material term or provision of this Agreement shall constitute an event of default ("Event of Default") (i) if the defaulting party does not cure the failure within thirty (30) days fOllowing notice of default from the other party, where the failure is of a nature that may be cured within the thirty (30) day period; or (ii) if the failure is not of a nature which may be cured within the thirty (30) day period, the defaulting party does not, within the thirty (30) day period, commence substantial efforts to cure the failure, or thereafter does not, within a reasonable time, prosecute to completion with diligence and continuity the curing of the failure. Any notice of default given hereunder shall specify in detail the nature of the failure or failures in performance which the noticing party claims constitutes the Event of Default, and the manner in which the Event of Default may be satisfactorily cured in accordance with the terms and conditions of this Agreement. Dw:;.ing the time periods herein specified for cure of a failure of performance, the party charged therewith shall not be considered to be in default for purposes of termination of this Agreement, institution of legal proceedings with respect thereto, or issuance of any building permit with respect to the Project. 9.2 Remedies. 9.2.1 soecific Performance. Unless amended or terminated in accordance with the terms of this Agreement, this Agreement shall be specifically enforceable by either party. Notwithstanding anything to the contrary herein, the parties hereto recognize and acknowledge that there is a risk that circumstances may occur under which one of the parties may not be able to specifically perform its obligations pursuant to the - 10 - -