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<br />from the other Party, <br /> <br />(b) the breach by either Party of a material warranty or representation made by that Party in <br />this Agreement, which failure continues for ninety (90) days after receipt of written <br />notice from the other Party, or <br />(c) with respect to a breach or breaches by the City of the provisions of Section 3.01 herein, <br />if such breach or breaches, in the aggregate, result in the unexcused failure of the City to <br />timely deliver Raw Water of the quality and in the quantities required pursuant to this <br />Agreement. <br /> <br />Section 11.02. Remedies and Waiver. Upon the occurrence of any Event or Default, the non-defaulting <br />party may pursue any available remedy, at law or in equity, including but not limited to specific performance. The <br />pursuit by either Party of any remedy available under this Agreement shall not constitute an election or waiver of <br />any other remedy available to that Party, at equity or in law, by reason of violation or breach of any of the terms, <br />provisions, covenants, representations or warranties of this Agreement. No waiver of any violation or breach shall <br />be deemed or construed to constitute a waiver of any other violation or breach, and forbearance to enforce one or <br />more of the remedies available for a violation or breach shall not be deemed to constitute a waiver of that or any <br />other violation or breach. <br /> <br />ARTICLE XII <br />FORCE MAJEURE <br /> <br />Section 12.01. Notification Obligations. In the event a Party claims a Force Majeure Event hereunder, such <br />Party shall promptly, but in no event more than thirty (30) Days after it knows or should have known of the occurrence <br />of the Force Majeure Event, give the other Party written notice describing the details of the occurrence and the <br />anticipated length of delay due to the Force Majeure Event; provided that if the Force Majeure Event results in a <br />breakdown of communications rendering it not reasonably practicable to give notice within the applicable time limit <br />specified herein, then the Party claiming a Force Majeure Event shall give such notice as soon as reasonably practicable <br />after the reinstatement of communications, but no later than thirty (30) Days after such reinstatement. Within fifteen (15) <br />Days after initial notification, such Party shall provide sufficient proof of the occurrence and duration of such Force <br />Majeure Event to the other Party and shall thereafter provide the other Party with periodic supplemental updates to <br />reflect any change in information given to the other Party. The Party claiming the Force Majeure Event shall give notice <br />to the other Party of (a) the cessation of the relevant Force Majeure Event and (b) the cessation of the effects of such <br />Force Majeure Event on the performance by it of its obligations under this Agreement as soon as practicable after <br />becoming aware of each of (a) and (b) above. <br /> <br />Section 12.02. Duty to Mitigate. The Parties shall use their reasonable efforts to mitigate the effects of such <br />Force Majeure Event and to cooperate to develop and implement a plan of remedial and reasonable alternative measures <br />to remove the Force Majeure Event; provided, further that the Party not claiming a Force Majeure Event shall not be <br />required to expend any amount of money in connection with such Force Majeure Event. <br /> <br />Section 12.03. Delay Caused by Force Maieure Event. To the extent provided in this Section 12.03 and <br />subject to Section 12.04, neither Party shall be responsible or liable for or deemed in breach of this Agreement because <br />of any failure or delay in complying with its obligations under or pursuant to this Agreement to the extent that such <br />failure has been caused, or contributed to, by one or more Force Majeure Events or its effects or by any combination <br />thereof, and in such event: <br /> <br />(a) except as otherwise provided herein, the performance by the Party claiming the Force Majeure Event <br />of its obligations hereunder shall be suspended, and in the event that such Party is required to start or complete an action <br />during a specific period of time, such start date or period for completion shall be extended, on the condition that: (i) such <br />suspension of performance and extension of time shall be of no greater scope and of no longer duration than is required <br />by the effects ofthe Force Majeure Event; (ii) the Party claiming the Force Majeure Event complies with Section 12.01; <br />and (iii) the Party claiming the Force Majeure Event uses its reasonable efforts to remedy its inability to perform; and <br /> <br />(b) except as otherwise provided herein, the performance by the Party not claiming the Force Majeure <br />Event of its obligations hereunder shall be suspended, and in the event that such Party is required to start or complete an <br />action during a specific period of time, such start date or period for completion shall be extended; provided that such <br />suspension of performance and extension of time shall be of no greater scope and of no longer duration than is required <br /> <br />-9. <br /> <br />G:IA TTORNEY\Scott\Current Work\water agr - finaLdoc9 <br />