2021-04-26-minutes-public-works-study-session

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7.2.4. Ecology shall use its best efforts to fully and timely perform its obligations and actions contemplated by this Agreement. 8. Termination and Default. NGR shall have the right at any time to withdraw a pending new application, terminate this Agreement and remove from the Trust any portion of the Mitigating Water Rights that has been permanently assigned as mitigation for other water uses as set forth in this Agreement. In the event NGR terminates this Agreement, then Ecology shall, without delay, re -convey the unallocated portion of the Mitigated Water Rights back to NGR using a quit claim deed. Ecology shall also have the right at any time to terminate this Agreement and remove from the Trust any portion of the Mitigating Water Rights that have not been permanently assigned as mitigation for other water uses as set forth in this Agreement. In the event Ecology terminates this Agreement, then Ecology shall, without delay, re -convey the unallocated portion of the Mitigating Water Rights to NGR using a quit claim deed. If either party defaults in its obligations under this Agreement; or if this Agreement, or a material portion thereof, be declared illegal or unenforceable; or, if either party, through no fault or action by such party, should be incapable or prevented from performing any material obligations or actions, the non -defaulting party in the event of a default or either party in any other event shall have the right to the following: 8.1. As the computation of damages may be difficult, continue this Agreement and bring an action to specifically perform this Agreement. 8.2. Declare the Agreement null and void, whereupon the Parties shall cooperate to end the trust water right relationship in an orderly manner as follows: 8.2.1. NGR shall identify all in -process designation agreements and inform Ecology of the status of pending agreements. NGR shall not make representations regarding in -process designations and shall in each instance work with Ecology to determine whether an assignment should be completed. If Ecology agrees, the permit process will be completed promptly in accordance with applicable policies, rules and law. 8.2.2. Ecology shall promptly convey to NGR or its designee the portion of the trust water right not yet designated and assigned as mitigation for water uses. Ecology may use its unassigned portion of the Mitigating Water Rights set aside to address uncertainty associated with the then existing mitigation water uses. 8.2.3. Each party shall be responsible for its own costs associated with termination of this Agreement. 8.3. Pursue any other remedy now or hereafter available. !*K11 In no event shall the termination of this Agreement alter or affect any portion of the Mitigating Water Rights allocated for mitigation for new water uses. 9. This Agreement may be assigned by NGR upon the giving of written notice to Ecology and Ecology's written concurrence of the assignee's suitability, which shall not be unreasonably withheld. This Agreement is binding upon and inures to the benefit of the Parties to the Agreement as well as upon and to the benefit of their respective heirs, personal representatives, assignees and other successors -in - interest. 10. Any notice orcommunication required by this Agreement between NGR and Ecology shall be given to the addresses set forth below: To Ecology: Water Resources Section Manager Washington Department of Ecology A