Agmt14 Greystar GPII LLC Property Disposition Agreement

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WOULD BE UNCERTAIN, AND WOULD BE EXTREMELY DIT'FICITT.T AND .IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE CITY IN SUCH EVENT. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THAT THE CITY WOULD SUFFER, IN THE EVENT OF A CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER, THE CITY AND DEVELOPER AGREE THAT A REASONABLE ESTIMATE OF THE CITY'S DAMAGES IN SUCH EVENT IS THE LIQUIDATED DAMAGES AMOUNT THEREFORE, UPON THE CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT BY THE CITY DUE THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER SUBPARAGRAPH b. OF THIS SECTION 406.2, THE PARTIES AND THE ESCROW AGENT SHALL PROCEED IMMEDIATELY TO CANCEL THE ESCROW AND CITY SHALL BE ENTITLED TO RETAIN THE LIQUIDATED DAMAGES AMOUNT, NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, THE CITY'S RETENTION OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE CITY'S SOLE AND EXCLUSIVE REMEDY UPON THE CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT IN ANY SUCH EVENT. THE DEVELOPER AND THE CITY SPECIFICALLY ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION BY THEIR SIGNATURES HERE: By Developer: Ae i lor By City: fr 1. 500. GENERAL PROVISIONS 501. City Manager Implementation The City shall implement this Agreement through its City Manager, The City Manager is hereby authorized by the City to issue approvals, interpretations, waivers and enter into certain amendments to this Agreement on behalf of the City, to the extent that any such action(s) does/do not materially or substantially change the Project. All other actions shall require the consideration and approval of the City governing body. Nothing in this Section 501 shall restrict the submission to the City governing body of any matter within the City Manager's authority under this Section 501, in the City Manager's sole and absolute discretion, to obtain the City governing body's express and specific authorization on such matter. 502. Notices Demands and Communications Between the Parties Formal notices, demands and communications between the City and the Developer shall be sufficiently given if dispatched by one or more of the following methods: (1) messenger for immediate personal delivery; (2) a nationally recognized overnight delivery service (Le., Federal Express, United Parcel Service, etc.) or (3) registered or certified mail, postage prepaid, return receipt requested. All notices shall be addressed to the principal offices of the City and the Developer as set forth in Section 103 hereof. Any notice shall be deemed to ATTY/AGR/2014.197/ROW GREYSTAR POA REV:10-01-14 PT&VII 132483 00017%9102745.13 19