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Agreement only if: (i) it fails to substantially comply with any material provision of this <br />Agreement; and (ii) it does not cure such failure within a reasonable period of time <br />following delivery to it of notice by the other Party describing such failure in reasonable <br />detail, which period will not be less than 120 days. The City agrees and acknowledges <br />that the Amazon's representations, warranties, covenants, agreements and performance <br />obligations under this Agreement are limited to and apply exclusively to the operations of <br />Amazon at the site of the Project and any determination as to whether Amazon is in <br />violation, default, Breach or Material Breach of this Agreement will be limited to <br />Amazon's operations on the Land. In the event of a Breach for which this Agreement <br />does not provide a specific remedy, the other Party may pursue any legal or equitable <br />remedies they may have under this Agreement or applicable law; provided, however, that <br />the City agrees that, in the event of a Breach by Amazon, it will not be entitled to and <br />may not seek or pursue the following remedies (i) termination of this Agreement; (ii) <br />termination of the Chapter 380 Payments; (iii) reduction of the term of this Agreement or <br />the Chapter 380 Payments; (iv) reduction of the amount of Chapter 380 Payments; or (v) <br />recapture of any Chapter 380 Payments realized by Amazon. The remedies set forth in <br />this Section 9.04(a) are the sole and exclusive remedies of the City for a Breach by <br />Amazon of its obligations under this Agreement (other than those provided below for <br />Material Breaches). <br />b. Effect of Material Breach. If Amazon Breaches its obligations under this <br />Agreement to create and retain Jobs, to create and maintain payroll and to make or cause <br />to be made the Real Property Improvements (after any the notice and cure period have <br />lapsed, a "Material Breach "), the City has the right to: terminate this Agreement in full; <br />18 <br />