Agmt14 Greystar GPII LLC Property Disposition Agreement

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f. Despite good faith efforts by the City and the Developer, the Close of Escrow has not occurred by December 31, 2014 or such later date agreed to in writing by the parties; or g- The City is in material breach with respect to any material obligation of the City under this Agreement and such breach has not been cured by the City within the cure period set forth in Section 401; then this Agreement may, at the option of the Developer, be terminated by written notice thereof to the City. Upon such termination, neither the City nor the Developer shall have any further rights against or liability to the other under this Agreement, except as set forth in Section 104.a with respect to the Deposit, 406.2 Termination by the City In the event that prior to conveyance of title to the City Property to the Developer: a.. All conditions precedent to City's obligation to consummate the sale of the City Property under this Agreement have not been satisfied or waived by the City, pursuant to Section 20.3.2; or b. The Developer is in material breach with respect to any material obligation of the Developer under this Agreement and such breach has not been cured by the Developer within the cure period set forth in Section 401; then this Agreement, and any rights of the Developer or any assignee or transferee in this Agreement pertaining thereto or arising therefrom with respect to the City, may, at the option of the City, be terminated by the City by written notice thereof to the Developer. Upon such termination, neither the City nor the Developer shall have any further rights against or liability to the other under this Agreement, except as set forth in Section I04.a with respect to the Deposit and except as expressly provided in the following paragraph.. LIQUIDATED DAMAGES. IN THE EVENT OF TERMINATION UNDER SUBPARAGRAPH b. OF THIS SECTION 406.2, THE SUM OF TWENTY-FIVE THOUSAND DOLLARS (525,000.00) (THE "LIQUIDATED DAMAGES AMOUNT") COMPRISED OF THE LIQUIDATED DAMAGES PORTION OF THE DEPOSIT, (AS SET FORTH IN SECTION 104 OF THIS AGREEMENT), THE INDEPENDENT CONSIDERATION AND/OR A PORTION OF THE DOWN PAYMENT (IN ANY CASE NOT EXCEEDING A TOTAL SUM OF $25,000.00), SHALL BE RETAINED BY THE CITY AS AND FOR LIQUIDATED DAMAGES AND AS ITS PROPERTY WITHOUT ANY DEDUCTION, OFFSET OR RECOUPMENT WHATSOEVER. IF THE DEVELOPER SHOULD DEFAULT UPON ITS OBLIGATIONS, MAKING IT NECESSARY FOR THE CITY TO TERMINATE THIS AGREEMENT, THEN THE PARTIES ACKNOWLEDGE.AND AGREE THAT THE DAMAGES SUFFERED BY THE CITY BY REASON THEREOF ATTY/AGR/2014.197/RDW GREYSTAR PDA REV:10-01-14 PT&VR 824S::00017'W1027.15 €3 IS