R2017-79 Purchase Fiber Build Service for Phase 2

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5.1 DoIT may terminate this IGA,in whole or in part, immediately upon notice to the Public Agency if: (a) DoIT determines that the actions or inactions of Public Agency,its agents,employees or subcontractors have caused,or reasonably could cause,jeopardy to health,safety,or property, or(b)Public Agency has notified DoIT that it is unable or unwilling to perform the IGA. 5.2 If Public Agency fails to perform to DoIT's satisfaction any material requirement of this IGA, is in violation of a material provision of this IGA,or DoIT determines that the Public Agency lacks the financial resources to perform the duties and requirements described above, DoIT shall provide written notice to the Public Agency to cure the problem identified within the period of time specified in DoIT's written notice. if not cured by that date DoIT may either:(a)immediately terminate the IGA without additional written notice or(b)enforce the terms and conditions of the IGA. 5.3 If Public Agency terminates or defaults on the Intergovernmental Master Service Agreement (Exhibit D), DoIT may terminate this IGA,in whole or in part, immediately upon notice to Public Agency. 5.4 Public Agency may, per section 3.2,terminate this agreement and cancel the build if the firm construction estimate(s)come in higher than the figure listed in Exhibit A. 5.5 For termination due to any of the causes contained in this Section, DoIT retains its rights to seek any available legal or equitable remedies and damages. ARTICLE 6-TERMINATION FOR CONVENIENCE 6.1 DoIT may,for its convenience and with 120 days prior written notice to Public Agency,terminate this IGA in whole or in part and without payment of any penalty or incurring any further obligation to the Public Agency. ARTICLE 7-DEFAULT 7.1 The following events shall constitute Events of Default,the occurrence of which shall constitute a material breach of this Agreement and entitle the non-defaulting party to seek the rights and remedies available to it under the terms of this Article 7, Default: i) Failure by Public Agency to pay any amount when due and such failure is not cured within thirty(30)calendar days following receipt of written notice of such failure,or ii) Failure by either party to observe or perform any other material obligation under this Agreement when such failure shall continue for a period of thirty(30)calendar days(or such longer period as may be agreed upon by the parties in writing;provided that the defaulting party commences to cure such failure within such thirty(30)calendar day period and thereafter diligently pursues such cure)after written notice. 5