Agmt19 YMCA of Sillicon Valley Master Project Agmt.

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days after the date of written demand by the City or, if such default cannot be reasonably cured within such thirty (30) day period, the YMCA -SV is not reasonably acting to cure such default in a timely manner; or (e) The Ground Lease has not been executed by the Outside Conveyance Date; Then, subject to Force Majeure, this Agreement, and any rights of the YMCA -SV may, at the option of the City, be terminated by the City by written notice thereof to the YMCA -SV, and the City shall be entitled to liquidated damages as set forth in Section 8.8 ("Liquidated Damages"), and such liquidated damages and termination of this Agreement shall constitute the City's sole and exclusive remedies for the matters described in this subsection. Upon such termination, and except for those provisions, which are specifically intended to survive any termination of this Agreement, the Parties shall have no further obligations to or rights against each other. 8.8 L9uidated Damages. IF THIS AGREEMENT IS TERMINATED BY THE YMCA -SV PURSUANT TO PARAGRAPHS (b) OR (c) OF SECTION 8.6 ("TERMINATION BY THE YMCA -SV PRIOR TO THE CONVEYANCE OF LEASEHOLD") OR BY THE CITY PURSUANT TO SECTION 8.7 ("TERMINATION BY THE CITY PRIOR TO CONVEYANCE OF LEASEHOLD") PRIOR TO CONVEYANCE OF THE LEASEHOLD INTEREST TO THE YMCA SITE BY CITY TO THE YMCA -SV, THEN THE DAMAGES SUFFERED BY THE CITY BY REASON THEREOF WOULD BE UNCERTAIN. IT IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE CITY, BUT THE PARTIES ARE OF THE OPINION, AND PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, UPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM, THAT SUCH DAMAGES WOULD APPROXIMATELY EQUAL TO THE FOLLOWING AMOUNTS, DEPENDING UPON WHEN THIS AGREEMENT IS TERMINATED: (a) IN THE EVENT THIS AGREEMENT IS TERMINATED PRIOR TO THE COMMENCEMENT BY THE CITY OF THE DEMOLITION OF THE EXISTING VMSC, THEN, PROVIDED THE CITY HAS DELIVERED NINETY (90) DAYS' ADVANCE WRITTEN NOTICE TO THE YMCA -SV OF SUCH DEMOLITION, SIX HUNDRED THOUSAND DOLLARS ($600,000) SHALL BE PAID TO THE CITY BY YMCA -SV AS THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY. (b) IN THE EVENT THIS AGREEMENT IS TERMINATED AFTER THE COMMENCEMENT OF DEMOLITION BY THE CITY OF THE EXISTING VMSC, ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000) SHALL BE PAID TO THE CITY BY YMCA -SV AS THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY. ATTY/AGR/2019.316/YMCA MASTER PROJECT AGREEMENT Page 13 of 108