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the Property owned by such transferor/transferee, and any amendment to this Agreement between <br />City and a transferor or a transferee shall only affect the portion of the Property owned by such <br />transferor or transferee. Failure to deliver a written assumption agreement hereunder shall not <br />affect the running of any covenants herein with the land, as provided in Section 13.9 below, nor <br />shall such failure negate, modify, or otherwise affect the liability of any transferee pursuant to the <br />provisions of this Agreement. <br />ARTICLE 11. DEFAULT; REMEDIES; TERMINATION <br />Section 11.1 Breach and Default. The failure by a Party to perform any material action <br />or covenant required by this Agreement within thirty (30) days following receipt of written Notice <br />from the other Party specifying the failure shall constitute a "Default' under this Agreement; <br />provided, however, that if the failure to perform cannot be reasonably cured within such thirty (30) <br />day period, a Party shall be allowed additional time as is reasonably necessary to cure the failure <br />so long as such Party commences to cure the failure within the thirty (30) day period and thereafter <br />diligently prosecutes the cure to completion. Notwithstanding anything to the Notice of Default <br />given hereunder shall specify in detail the nature of the failures in performance that the noticing <br />Party claims constitutes the Default, all facts constituting evidence of such failure, and the manner <br />in which such failure may be satisfactorily cured in accordance with the terms and conditions of <br />this Agreement. The waiver by either Party of any Default under this Agreement shall not operate <br />as a waiver of any subsequent breach of the same or any other provision of this Agreement, <br />including the right to terminate this Agreement as set forth in Section 11.2 below. <br />A. During the time periods herein specified for cure of a failure of <br />performance, the Party charged therewith shall not be considered to be in Default for the following: <br />Termination of this Agreement; <br />2. Institution of legal proceedings with respect thereto; or <br />Issuance of any approval with respect to the Project. <br />Section 11.2 Termination. In the event of a Default by a Party, the non -defaulting Party <br />shall have the right to initiate legal proceedings pursuant to Section 11.3 and/or terminate this <br />Agreement upon giving Notice of Intent to Terminate pursuant to Government Code Section <br />65868. Following Notice of Intent to Terminate, the matter shall be scheduled for consideration <br />and review in the manner set forth in Government Code Section 65867 and for public hearing as <br />set forth in Section 6. 1.13 above. Following consideration of the evidence presented in said review <br />before the City Council, a Party alleging Default by another Party may give written Notice of <br />termination of this Agreement to the other Party. Termination of this Agreement shall be subject <br />to the provisions of Section 11.7 below. In the event that this Agreement is terminated pursuant <br />to above or this Section 11.2 and the validity of such termination is challenged in a legal proceeding <br />that results in a final decision that such termination was improper, then this Agreement shall <br />immediately be reinstated as though it had never been terminated. <br />34 <br />ATTY/AGR/2024.193 -GATEKEEPER DA -1900 BROADWAY <br />REV: 10-22-24 VR <br />