75B - NEXUS DEVELOPMENT - Laserfiche WebLink

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shall give the defaulting party written notice specifying the nature of the alleged Breach and, when appropriate, the manner in which said Breach may be satisfactorily cured ("Notice"). If the defaulting party fails to cure within thirty (30) days after receipt of Notice ("Notice Period"), or in a case where a Breach cannot be reasonably cured within such Notice Period, fails to commence such cure within the Notice Period and/or, thereafter, fails to diligently pursue such cure to completion then the defaulting, party is in "Default". Failure or delay in giving Notice shall not constitute a waiver of any Breach, nor shall it change the time of Default. 7.3 Termination. This Agreement may be terminated by either party in the event of Default by the other. 7.4 Damages. (I) In no event shall either party be entitled to any damages against the other upon termination of this Agreement in the absence of a Default. (2) The Owner shall not be liable for any general, special or compensatory damages to City or the Owner's Default hereunder; provided however Owner shall be responsible for any Default under Sections 5.1.7, 5.1.8 and/or 5.1.9 but only to the extent of the fees set forth therein, without penalty. (3) The City shall not be liable for any general, special or compensatory damages to Owner or to any successor or assignee or transferee of Owner for the City's Default hereunder. 7.5 Institution of Legal Action. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any Default, terminate or confirm or reject the propriety of a termination, specifically enforce any covenants or agreements set forth in the Agreement, or enjoin any threatened or attempted violation of the Agreement; or to obtain any remedies consistent with the purpose and term of the Agreement. Legal actions shall be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 7.6 Multiple Owners. Because the Project may be developed by Owner or by one or more assignees of Owner, the Parties acknowledge and agree that the provisions of this Section 7 relating to any Default by Owner with respect to its obligations, and the City's enforcement rights with respect thereto, including any rights of termination and the limited rights to seek damages, shall relate only to the portion of the Property actually owned by the specific Owner whose act or omission constituted such Default. Other portions of the Property owned by a different non- defaulting Owner (provided such non-defaulting Owner is not in Default hereunder with respect to its Property) and/or any other permitted assignee provided such permitted assignee(s) are not in Default hereunder with respect to its/their Property shall not be affected nor shall the rights of such non- defaulting Owner or other assignee(s) hereunder be impaired by any such Default relating to the portion of the Property not owned by it. 7.7 Alternative Dispute Resolution. Owner may elect in its sole and absolute discretion, to have any legal disputes described herein determined by arbitration in Santa Ana, California, before a sole arbitrator in accordance with the laws of the State of California. The arbitration shall be administered by JAMS pursuant to its Streamline Arbitration Rules and DOCSOC/l110339v7/24579-0001 16 75B-103