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December 19, 2012 <br />10. Non-Assignability/No Removals or Substitutions <br />The qualifications and identity of the Developer is a critical element of the City's <br />and Authority's willingness to enter into this Exclusive Negotiating Agreement. <br />Therefore any attempted partial or full assignment, or the removal of any Member of <br />Developer without the prior approval of the City and Authority which may be granted or <br />withheld in the sole and absolute discretion of the City Manager and Executive Director <br />of the Housing Authority, or their designee, shall be a material breach by the Developer <br />entitling the City and/or Authority to terminate this Agreement. Further, within thirty (30) <br />days of execution of this Agreement, Developer shall submit its list of Third Party <br />consultants for review and approval by the City Manager and Executive Director of the <br />Housing Authority, or their designees, and such approval shall not be unreasonably <br />withheld. Developer reserves the right to modify the list from time to time, subject to the <br />aforementioned approval process. <br />11. Default. <br />(a) Failure or delay by either Party to perform any material term or <br />provision of this Agreement shall constitute a default under this Agreement. The Party <br />claiming that a default has occurred shall give written notice of default to the Party <br />claimed to be in default, specifying the alleged default. Delay in giving such notice shall <br />not constitute a waiver of any default nor shall it change the time of default. If the Party <br />who is claimed to be in default by the other Party cures, corrects or remedies the <br />alleged default within thirty (30) calendar days after receipt of written notice specifying <br />such default, such Party shall not be in default under this Agreement. <br />(b) If the nature of the alleged default is such that it cannot reasonably <br />be expected to be cured within a thirty (30) day cure period as provided above, the <br />Party shall not be in default if such Party promptly commences to cure the alleged <br />default, diligently pursues the completion of such cure, and completes the cure as soon <br />as practicable thereafter. However, the injured Party shall have no right to exercise any <br />remedy for a default under this Agreement, without first delivering written notice of the <br />default. <br />(c) If a default of either Party remains uncured for more than thirty (30) <br />calendar days following receipt of written notice of such default, a "breach" of this <br />Agreement by the defaulting Party shall be deemed to have occurred. In the event of a <br />breach of this Agreement, the sole and exclusive remedy of the Party who is not in <br />default shall be to terminate this Agreement by serving written notice of termination on <br />the Party in breach. <br />(d) No waiver of any breach of any term or condition contained in this <br />Agreement shall be deemed a waiver of any preceding or succeeding breach of such <br />term or condition, or of any other term or condition contained in this Agreement. No <br />extension of time for performance of any obligation or act, no waiver of any term or <br />condition of this Agreement, nor any modification of this Agreement shall be enforceable <br />6