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d. Exercise any corrective or remedial actions, including, but not limited to, <br />requesting additional information from the Recipient to determine the reasons <br />for or the extent of non-compliance or lack of performance or issuing a <br />written warning to advise that more serious measures may be taken if the <br />situation is not corrected; or <br />e. Exercise any other rights or remedies which may be otherwise available under <br />law, including, but not limited to, those described in paragraph IX.3. <br />3. FCT may terminate this Agreement for cause upon written notice to the Recipient. <br />Cause shall include, but is not limited to: fraud; lack of compliance with applicable rules, laws and <br />regulations; failure to perform in a timely manner; failure to make significant progress toward <br />Project Plan and Management Plan approval; and refusal by the Recipient to permit public access to <br />any document, paper, letter, or other material subject to disclosure under Chapter 119, Fla.Stat., as <br />amended. Appraisals, and any other reports relating to value, offers and counteroffers are not <br />available for public disclosure or inspection and are exempt from the provisions of Section <br />119.07(1), Fla. Stat. until a Purchase Agreement is executed by the Owner(s) and Recipient and <br />conditionally accepted by FCT, or if no Purchase Agreement is executed, then as provided for in <br />Sections 125.355(1)(a) and 166.045(1)(a), Fla. Stat. <br />4. FCT may terminate this Agreement when it determines, in its sole discretion, that the <br />continuation of the Agreement would not produce beneficial results commensurate with the further <br />expenditure of funds by providing the Recipient with thirty (30) calendar days prior written notice. <br />5. The Recipient may request termination of this Agreement before its Expiration Date <br />by a written request fully describing the circumstances that compel the Recipient to terminate the <br />project. A request for termination shall be provided to FCT in a manner described in paragraph V.1. <br />XIV. LEGAL AUTHORIZATION <br />1. The Recipient certifies with respect to this Agreement that it possesses the legal <br />authority to receive funds to be provided under this Agreement and that, if applicable, its governing <br />body has authorized, by resolution or otherwise, the execution and acceptance of this Agreement <br />with all covenants and assurances contained herein. The Recipient also certifies that the <br />undersigned possesses the authority to legally execute and bind the Recipient to the terms of this <br />Agreement. <br />XV. STANDARD CONDITIONS <br />I . This Agreement shall be construed under the laws of the State of Florida, and venue <br />for any actions arising out of this Agreement shall lie in Leon County. If any provision hereof is in <br />conflict with any applicable statute or rule, or is otherwise unenforceable, then such provision shall <br />be deemed null and void to the extent of such conflict and shall be severable, but shall not invalidate <br />any other provision of this Agreement. <br />07-039-FF7 <br />Dec. 13, 2007 <br />Pre-acquisition <br />-17- <br />