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except for those provisions which are specifically intended to survive any termination of this <br />Agreement, the parties shall have no farther obligations to or rights against each other. <br />5.7 Liquidated Damages <br />IF THIS AGREEMENT IS TERMINATED BY THE CITY FOR A DEFAULT OF THE <br />DEVELOPER PRIOR TO CLOSE OF ESCROW OR BY DEVELOPER AFTER THE END OF <br />THE FEASIBILITY PERIOD, THE DEPOSIT MAY BE RETAINED BY THE CITY AS <br />LIQUIDATED DAMAGES AND AS ITS PROPERTY WITHOUT ANY DEDUCTION, <br />OFFSET OR RECOUPMENT WHATSOEVER. IF THE DEVELOPER SHOULD DEFAULT <br />UPON ITS OBLIGATIONS, MAKING IT NECESSARY FOR THE CITY TO TERMINATE <br />THIS AGREEMENT AND TO PROCURE ANOTHER PARTY OR PARTIES TO <br />REDEVELOP THE SITE IN SUBSTANTIALLY THE MANNER AND WITHIN THE <br />PERIOD THAT SUCH SITE WOULD BE REDEVELOPED UNDER THE TERMS OF THIS <br />AGREEMENT, THEN THE DAMAGES SUFFERED BY THE CITY BY REASON <br />THEREOF WOULD BE UNCERTAIN. SUCH DAMAGES WOULD INVOLVE SUCH <br />VARIABLE FACTORS AS THE CONSIDERATION THAT SUCH PARTY WOULD PAY <br />FOR THE SITE; THE EXPENSES OF CONTINUING THE OWNERSHIP AND CONTROL <br />OF THE SITE; OF INTERESTED PARTIES AND NEGOTIATING WITH SUCH PARTIES; <br />POSTPONEMENT OF TAX REVENUES THEREFROM THE COMMUNITY; AND THE <br />FAILURE OF THE AGENCY TO EFFECT ITS PURPOSES AND OBJECTIVES WITHIN A <br />REASONABLE TIME, RESULTING IN ADDITIONAL IMMEASURABLE DAMAGE AND <br />LOSS TO THE CITY AND THE COMMUNITY. IT IS IMPRACTICABLE AND <br />EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE CITY, <br />BUT THE PARTIES ARE OF THE OPINION, UPON THE BASIS OF ALL INFORMATION <br />AVAILABLE TO THEM, THAT SUCH DAMAGES WOULD APPROXIMATELY EQUAL <br />THE AMOUNT OF THE DEPOSIT HELD BY THE CITY AT THE TIME OF THE DEFAULT <br />OF THE DEVELOPER, AND THE AMOUNT OF SUCH DEPOSIT SHALL BE PAID TO <br />THE CITY UPON ANY SUCH OCCURRENCE AS THE TOTAL OF ALL LIQUIDATED <br />DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY. IN THE <br />EVENT THAT THIS PARAGRAPH SHOULD BE HELD TO BE VOID FOR ANY REASON, <br />THE CITY SHALL BE ENTITLED TO THE FULL EXTENT OF DAMAGES OTHERWISE <br />PROVIDED BY LAW. <br />THE DEVELOPER AND THE CITY SPECIFICALLY ACKNOWLEDGE THIS <br />LIQUIDATED DAMAGES PROVISION BY THEIR SIGNATURES HERE: <br />0 <br />5.8 Termination Following Conveyance. Following conveyance of the City Property, in <br />addition to any other rights or remedies, either party may institute legal action to cure, correct or <br />remedy any default, or recover damages for any default, or to obtain any other remedy consistent <br />55394.00000\29008220,1 <br />65A -26 <br />