RecDoc 2014-081417 ROW Improvement - 353 and 355 Alameda de las Pulgas

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. � cure period shall be provided. If the alleged failure is cured within the time provided above,then no default shall exist and the noticing Party shall take no further action to exercise any rernedies available hereunder. If the alleged failure is not cured, then a default shall exist under this Agreement and the non-defaulting Party may exercise any of the remedies available. During any such sixty (60) day cure period, the Party charged with an event of default shall not be considered in default hereunder. Upon the expiration of the cure period, if such default has not been cured, or is not being diligently cured, the other Party may proceed as provided below. 7.2 Excusable Delav; Extension of Time of Performance. In addition to specific provisions of this Agreement, neither Party shall be deemed to be in default where delays in performance or failures to perform are due to, or a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, enactrnent or imposition against the Project of any moratorium, or any time period for legal challenge of such moratorium by Property Owners, or similar and substantiated basis for excused performance not within the control of the Party to be excused. Litigation by a third party attacking the validity of this Agreement or any of the Amended Project Approvals or implementing or subsequent approvals, or any permit, ordinance, entitlement or other action of a governmental agency other than the City necessary for the development of the Project pursuant to this Agreement, or Property Owners' inability to obtain materials, power or public facilities (such as water or sewer service) to the Project, shall be deemed to create an excusable delay as to Property Owners. Upon the request of either Party, an extension of time for the performance of any obligation whose performance has been so prevented or delayed shall be memorialized in writing. The City Manager is authorized on behalf of the City to enter into such an extension. The term of any such extension shall be equal to the period of the excusable delay, or longer, as may be mutually agreed upon. 7.3 Effect of Termination on Parties' Obli at�ns. Termination of this Agreement shall not affect the Parties' respective obligations to comply with the General Plan and terms and conditions of any and all Project Approvals; nor shall it affect any other covenants of Property Owners and City which this Agreement specifies shall continue after termination of the Agreement. 7.4 Notice of Compliance. Within 30 days following any written request which Property Owners or a Mortgagee may make from time to time, the City shall execute and deliver to the requesting party(or to any other party identified by the requesting party) a written"Notice of Compliance", in recordable form, duly executed and acknowledged by the City, that certifies: (a)this Agreement is unmodified and in full force and effect, or if there have been modifications, that this Agreement is in full force and effect as modified and stating the date and nature of the modifications; (b) there are no current uncured defaults under this Agreement or specifying the dates and nature of any default; and (c) any other information reasonably requested by Property Owners or the Mortgagee. The failure to deliver such a statement within such time shall constitute a conclusive presumption against the City that this Agreement is in full force and effect without modification except as may be represented by Property Owners and that there are ATTY/AGR/2014.125/ROW IMPROVEMENTAGREEMENT—ALAMEDA DE LAS PULGAS REV:08-08-14 VR Page 9 of 16