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Docusign Envelope ID:6745F985-2832-47E9-B6E5-4177813A86B5
<br /> TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY RIGHT IT MAY
<br /> HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT,ACTION,CLAIM OR
<br /> PROCEEDING RELATING TO THIS AGREEMENT.
<br /> Section 6.Term.
<br /> Unless earlier terminated pursuant to Section 5,the term of this Agreement shall
<br /> commence on the date of execution of this agreement and end upon the earlier of(i)successful
<br /> completion, commissioning and acceptance by the City,of the water main improvements,
<br /> sanitary sewer lift station and force main,and when payment has been made in full by the
<br /> Developer to the City;or(2)the termination of both projects by the Developer pursuant to
<br /> Section 3C and Section 3E.
<br /> Section 7.Time; Force Majeure.
<br /> Time is of the essence of this Agreement,provided,however,a party shall not be deemed
<br /> in material breach of this Agreement with respect to any obligations of this Agreement on such
<br /> party's part to be performed if such party fails to timely perform the same and such failure is due
<br /> in whole or in part to any strike,lock-out,labor trouble(whether legal or illegal),civil disorder,
<br /> inability to procure materials due to tariff or trade restriction, failure or interruptions of power,
<br /> restrictive governmental laws and regulations(other than City's laws,regulations,or actions),
<br /> condemnations(other than by City),riots, insurrections,war,fuel shortages,accidents,
<br /> casualties,floods, earthquakes,fires,acts of God,epidemics,quarantine restrictions,freight
<br /> embargoes, or similar causes beyond the reasonable control of such party("Force Majeure").If
<br /> one of the foregoing events shall occur or either party shall claim that such an event shall have
<br /> occurred,the party whose performance is affected by such event shall provide notice to the other
<br /> party promptly,and in any event within two(2)business days after initially becoming aware of
<br /> such event, meet and confer,and use commercially reasonable efforts to mitigate the delay
<br /> caused by the event.During the delay, except with respect to payment,the obligations prevented
<br /> by the force majeure event shall be suspended, and when performance can be resumed, the
<br /> affected party shall be entitled to an extension for the performance of the unsatisfied obligation
<br /> equal to the period of the delay,which period shall commence to run from the time of the
<br /> commencement of the Force Majeure;provided that the failure of performance was caused by
<br /> such Force Majeure. Once the event of Force Majeure has ended,the affected party shall
<br /> provide notice to the other party and resume performance. If an event of Force Majeure extends
<br /> beyond six(6)months,the Developer shall have a right to terminate this Agreement.
<br /> Section 8.Assignment.
<br /> This Agreement may not be assigned by the Developer without the prior written consent
<br /> of the City,which consent shall not be unreasonably withheld,conditioned or delayed,except
<br /> that Developer may assign this contract without City's written consent in favor of a party
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