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DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT <br />WOULD BE SUFFERED BY THE CITY UPON THE BREACH OF THIS AGREEMENT BY <br />THE DEVELOPER. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO <br />ASCERTAIN THE ACTUAL DAMAGES THE CITY WOULD SUFFER UPON THE <br />BREACH OF THIS AGREEMENT BY ANOTHER PARTY, THE PARTIES AGREE THAT A <br />REASONABLE ESTIMATE OF THE CITY'S TOTAL DAMAGES IN SUCH EVENT IS THE <br />LIQUIDATED DAMAGES AMOUNT. RECEIPT OF THE LIQUIDATED DAMAGES <br />AMOUNT SHALL BE THE CITY SOLE AND EXCLUSIVE REMEDY ARISING FROM <br />ANY BREACH OF THIS AGREEMENT BY THE DEVELOPER. NOTWITHSTANDING <br />THE FOREGOING, IF DEVELOPER'S BREACH IS A FAILURE TO MAINTAIN THE <br />INITIAL OR ADDITIONAL DEPOSIT REQUIRED BY THIS AGREEMENT, IN ADDITION <br />TO THE LIQUIDATED DAMAGES DEVELOPER SHALL REIMBURSE THE CITY FOR <br />THE ACTUAL INCURRED STAFF TIME AND THIRD PARTY CONSULTANT TIME <br />EXPENDED ON THE PROJECT PRIOR TO THE DATE OF <br />Initials of Authorized <br />Representative of City <br />12. Default. <br />of Authorized <br />,ntative of Developer <br />(a) Failure or delay by any Party to perfon-n any material term or provision of <br />this Agreement shall constitute a default under this Agreement. If the Party who is claimed to be <br />in default by another Party cures, corrects or remedies the alleged default within fifteen (15) <br />calendar days after receipt of written notice specifying such default, such Party shall not be in <br />default under this Agreement. The notice and cure period provided in the immediately preceding <br />sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than <br />fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this <br />Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation <br />Period. Nothing in this subparagraph (a) shall prohibit Developer from extending the <br />Negotiation Period pursuant to Section 2. <br />(b) The Party claiming that a default has occurred shall give written notice of <br />default to the Party claimed to be in default, specifying the alleged default. Delay in giving such <br />notice shall not constitute a waiver of any default nor shall it change the time of default. <br />However, the injured Party shall have no right to exercise any remedy for a default under this <br />Agreement without first delivering written notice of the default. <br />(c) Any failure or delay by a Party in asserting any of its rights or remedies as <br />to any default shall not operate as a waiver of any default or of any rights or remedies associated <br />with a default. <br />(d) If a default of any Party remains uncured for more than fifteen (15) <br />calendar days following receipt of written notice of such default, a "breach" of this Agreement <br />by the defaulting Party shall be deemed to have occurred. In the event of a breach of this <br />Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate <br />In <br />