2.9 City Improvements. City represents water and wastewater are available at
the Property boundary.
ARTICLE III: DEFAULTS
3.1 Defaults by Developer_and Remedies of City. If Developer materially
defaults on the performance of its obligations to City prior to the Closing Date, then
Developer will have thirty (30) days after the City’s delivery of written notice to Developer
of the default to cure the default; however, if the default requires more than thirty (30) days
to cure, Developer shall have such additional time as may be reasonably required to cure
the default, provided Developer commences the cure within the initial thirty (30) day cure
period and thereafter diligently prosecutes the cure to completion (not to exceed sixty (60)
days after commencement of the cure). If Developer is not able to cure the material default
during the applicable cure period, then City will be entitled to terminate this Agreement
and receive all of Developer's non-confidential work product regarding the Project,
including the Project Design Drawings, and Development Plan (collectively, the
"Liquidated Damages"). The Parties hereby agree that the Liquidated Damages are
intended to be and will be the full liquidated damages for the Developer’s failure to perform
its duties, liabilities and obligations under this Agreement. The parties agree that City's
damages would be very difficult to ascertain and the Liquidated Damages provided in this
Section 3.1 constitutes a reasonable estimate of City's damages and is not intended as a
penalty but as fully liquidated damages.
If Developer defaults on the performance of its obligations to City after the Closing Date,
then Developer will have thirty (30) days after the delivery of written notice by City of the
default to cure the default; however, if the default requires more than thirty (30) days to
cure, Developer shall have an additional thirty (30) days to cure the default, provided
Developer commences the cure within the initial thirty (30) day cure period and thereafter
diligently prosecutes the cure to completion. If Developer is not able to cure the default
during the applicable cure period, then City may, at its sole discretion, (i) terminate this
Agreement and receive the Liquidated Damages; (ii) pursue an action under the Payment
and Performance Bonds as set forth in Section 4.4 below; or (ili) pursue the right to specific
performance against Developer that would require Developer to fully perform all of its
obligations under this Agreement on a timely basis.
3.2 Notice to Financiers and Ability to Cure. Notwithstanding anything in this
Agreement to the contrary, City shall copy Developer's lender or equity partner in writing
(at any address provided for that purpose by Developer or its lender or equity partner) on
any default notice that City sends to Developer, and Developer's lender or equity partner
shall have the same rights to cure Developer's default as Developer has under this
Agreement.
3.3 Defaults by City and Remedies of Developer. If City defaults materially on
the performance of its obligations to Developer under this Agreement, then City will have
thirty (30) days after the delivery of written notice by Developer of the default to cure the
default; however, if the default requires more than thirty (30) days to cure, City shall have
