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ARTICLE VII <br /> DEFAULT,TERMINATION,AND REMEDIES <br /> 7.1 Developer's Representation and Covenants limited to Project. The City agrees and <br /> acknowledges that Developer's representations, warranties, covenants, agreements and performance <br /> obligations under this Agreement are limited to and apply exclusively to the operations of Developer at the <br /> Property for the Project and any determination as to whether Developer is in violation or Default of this <br /> Agreement will be limited to Developer's operations on the Property for the Project. <br /> 7.2 Termination for Misrepresentation. Notwithstanding any provision for notice of non- <br /> compliance and any opportunity to cure,the City may terminate this Agreement immediately by providing <br /> written notice to Developer if Developer, its officers or signatories to this Agreement intentionally <br /> misrepresented or misrepresent any material fact or information: (a)upon which the City relied in entering <br /> into this Agreement;(b)upon which the City relies in malting an incentive payment;or(c)as an inducement <br /> for the City to make an incentive payment. <br /> 7.3 Developer Default and City Remedies. <br /> a. Developer Default. Developer will be deemed to be in "Default" of this <br /> Agreement if during the Project Term (1) it, or any successor thereof, discontinues business <br /> operations at the retail development described in Section 3.1 for a period of more than three hundred <br /> sixty five (365) consecutive days or(2) if it fails to substantially comply with any other material <br /> provision of this Agreement and does not cure such failure within sixty (60) days after receipt of <br /> notice from the City describing such failure in reasonable detail;provided,such failure shall not be <br /> a Default if such failure is not reasonably susceptible to cure within sixty(60)days and Developer <br /> commences curing such failure within such sixty (60) day period and thereafter continuously and <br /> diligently pursues such cure to completion.A failure under Section 3.3 of this Agreement shall not <br /> in any event be a Default. <br /> b. City Remedies. Upon an un-cured Default by Developer,the City has the right to <br /> terminate this Agreement and/or pursue any legal or equitable remedies it may have under this <br /> Agreement or applicable law. Notwithstanding anything to the contrary in this Agreement,the City <br /> expressly releases Developer from any claims for speculative, indirect, consequential, or punitive <br /> damages arising from a breach of this Agreement. <br /> 7.4 City Default and Developer Remedies. <br /> a. City Default. Except as provided in Section 4.4,the City will be deemed to be in <br /> "Default" of this Agreement only if it fails to substantially comply with any material provision of <br /> this Agreement and does not cure such failure within sixty (60) days after receipt of notice from <br /> Developer describing such failure in reasonable detail;provided,such failure shall not be a Default <br /> if such failure is not reasonably susceptible to cure within sixty(60)days and the City commences <br /> curing such failure within such sixty (60) day period and thereafter continuously and diligently <br /> pursue such cure to completion. <br /> b. Developer Remedies. Upon Default by the City, Developer has the right to <br /> terminate this Agreement and/or pursue any legal or equitable remedies it may have under this <br /> Agreement or applicable law. Notwithstanding anything to the contrary in this Agreement, <br /> Developer expressly releases the City from any claims for speculative, indirect, consequential, or <br /> punitive damages arising from a breach of this Agreement. <br /> Economic Development Agreement <br />