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7.3.B. - Page 30 <br /> WOULD BE UNCERTAIN, AND IT WOULD BE EXTREMELY DIFFICULT AND <br /> IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE <br /> SUFFERED BY THE CITY IN SUCH EVENT. HAVING MADE DILIGENT BUT <br /> UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THAT THE <br /> CITY WOULD SUFFER, IN THE EVENT OF A CANCELLATION OF THE ESCROW AND <br /> TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF AN EVENT OF <br /> DEFAULT BY THE DEVELOPER, THE CITY AND DEVELOPER AGREE THAT A <br /> REASONABLE ESTIMATE OF THE CITY'S DAMAGES IN SUCH EVENT IS THE <br /> LIQUIDATED DAMAGES AMOUNT. THEREFORE, UPON THE CANCELLATION OF <br /> THE ESCROW AND TERMINATION OF THIS AGREEMENT BY THE CITY DUE THE <br /> OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER <br /> SUBPARAGRAPH b. OF THIS SECTION 406.2, THE PARTIES AND THE ESCROW <br /> AGENT SHALL PROCEED IMMEDIATELY TO CANCEL THE ESCROW AND CITY <br /> SHALL BE ENTITLED TO RETAIN THE LIQUIDATED DAMAGES AMOUNT. <br /> NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, THE CITY'S <br /> RETENTION OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE CITY'S SOLE <br /> AND EXCLUSIVE REMEDY UPON THE CANCELLATION OF THE ESCROW AND <br /> TERMINATION OF THIS AGREEMENT IN ANY SUCH EVENT. <br /> THE DEVELOPER AND THE CITY SPECIFICALLY <br /> ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION BY THEIR SIGNATURES <br /> HERE: <br /> By Developer: <br /> By City: <br /> 500. GENERAL PROVISIONS <br /> 501. City Manager Implementation <br /> The City shall implement this Agreement through its City Manager. The City <br /> Manager is hereby authorized by the City to issue approvals, interpretations, waivers and enter <br /> into certain amendments to this Agreement on behalf of the City, to the extent that any such <br /> action(s) does /do not materially or substantially change the Project. All other actions shall <br /> require the consideration and approval of the City governing body. Nothing in this Section 601 <br /> shall restrict the submission to the City governing body of any matter within the City Manager's <br /> authority under this Section 604, in the City Manager's sole and absolute discretion, to obtain the <br /> City governing body's express and specific authorization on such matter. <br /> 502. Notices, Demands and Communications Between the Parties <br /> Formal notices, demands and communications between the City and the <br /> Developer shall be sufficiently given if dispatched by one or more of the following methods: (1) <br /> messenger for immediate personal delivery; (2) a nationally recognized overnight delivery <br /> service (i.e., Federal Express, United Parcel Service, etc.) or (3) registered or certified mail, <br /> postage prepaid, return receipt requested. All notices shall be addressed to the principal offices <br /> of the City and the Developer as set forth in Section 103 hereof. Any notice shall be deemed to <br /> ATTY /AGR /2014.197/RDW GREYSTAR PDA <br /> REV: 10 -01 -14 PT & VR <br /> 82483.00017\9102745.13 19 <br />