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defined, within sixty (60) days of submission of required documentation thereof. If <br />within said two year period (or mutually agreed additional period), a final agreement is <br />approved by the Agency Board for some but not all Agency Parcels, the reimbursement <br />of third party costs under Section 11 shall be as follows. If one or more agreements are <br />approved covering at least 25 of the parcels, there shall be no reimbursement. If <br />approved agreement(s) cover less than 25 parcels, the Agency shall pay the costs <br />determined under Section 11, reduced by the percentage represented by the ratio of <br />parcels covered by approved agreement to the total of 48 parcels. (For example, if the <br />Agency approves agreements covering 22 parcels, and assuming the total costs <br />allowed are $200,000, the $200,000 shall be reduced by 22148 or 45.83%, or $91,667, <br />for a reimbursement of $108,333.) <br />11.Third Party Costs Determined. <br />Third Party Costs shall mean those amounts actually paid or obligations incurred <br />for work actually done by those consultants, contractors and advisors of the Developer <br />listed in Exhibit C attached hereto and made a part hereof by this reference. The total <br />maximum Third Party Costs that may be owed by Agency and paid to Developer <br />pursuant to this Agreement shall not exceed $200,000.00. <br />12. Liquidated Damages. <br />DEVELOPER AND AGENCY AGREE THAT SHOULD AGENCY (1) <br />TERMINATE THIS AGREEMENT, (2) FAIL TO APPROVE A FINAL AGREEMENT <br />WITH THE DEVELOPER WITHIN TWO YEARS OF THE EFFECTIVE DATE OR (3) <br />BREACH ANY OBLIGATION OF THIS AGREEMENT, THE DAMAGES TO THE <br />DEVELOPER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO <br />ASCERTAIN DUE TO FLUCTUATION OF MARKET CONDITIONS AND THE <br />INABILITY TO ASCERTAIN LOST OPPORTUNITY COSTS, AND THAT THEREFORE, <br />THE SUMS SET FORTH ABOVE ARE A REASONABLE ESTIMATE OF THE <br />DAMAGES TO THE DEVELOPER, SUCH DAMAGES INCLUDING COSTS OF <br />NEGOTIATING AND DRAFTING OF THIS AGREEMENT AND ANY OTHER <br />AGREEMENT, THE LAND USE ENTITLEMENTS AND NEGOTIATIONS FOR <br />PURCHASE OF OTHER PROPERTY IN THE DISTRICT, IF ANY, COSTS OF <br />COOPERATING IN SATISFYING CONDITIONS TO CLOSING; OTHER COSTS <br />INCURRED IN CONNECTION HEREWITH, AND LOST OPPORTUNITY COSTS OF <br />THE DEVELOPER. DEVELOPER AGREES THAT IT SHALL BE ENTITLED ONLY TO <br />THE PRECEDING LIQUIDATED DAMAGES AS ITS SOLE REMEDY. <br />Developer's Initials <br />