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§809 Neither Party is in Default~ Rights and Duties Following Termination <br /> <br /> A. No Default. The following occurrences give either party the fight to terminate <br />this Agreement, but shall not be Defaults hereunder: <br /> <br /> 1. Thc Parties determine that the Acquisition Budget exceeds eleven million <br />dollars in accordance with Section 304(A) and neither Party is willing to fund the excess; or <br /> <br /> 2. Thc Agency does not tender title to or possession of the Agency or <br />Acquisition Parcels in the manner and condition and by the date provided in thc Schedule of <br />Performance for reasons not within the scope of Section 807(A)(1) or Section 808(A) (8); or <br /> <br /> 3. Developer is precluded from development of the Project by the action of a <br />governmental agency with jurisdiction over any portion of the Project; or <br /> <br /> 4. Any other event shall occur which gives rise to a power of termination in <br />accordance with the provisions of this Agreement, but which is not an event set forth in Sections <br />807 or 808. <br /> <br /> 5. Developer, despite good faith efforts, is unable to obtain permits or <br />approvals from the City to develop and construct the Project and operate its business in <br />accordance with the Project Guidelines and in thc manner contemplated by this Agreement on <br />the Project Site; or <br /> <br /> 6. Conditions imposed subsequent to execution of this Agreement by the <br />City's discretionary approvals makes development of the Project in thc manner contemplated by <br />this Agreement infeasible or substantially more expensive for Developer; or <br /> <br /> 7. If the Public Parking Facility Costs exceed the estimate contained in <br />Section 518; or <br /> <br /> 8. If thc City/Agency is unable to finance the costs of the estimate for thc <br />Parking Facility Costs determined pursuant to Section 518. <br /> <br /> B. Remedies. This Section 809(B) sets forth the rights and duties of the parties <br />where this Agreement shall have been terminated pursuant to Section 809 (A): <br /> <br /> 1. All acquisition activities, if any, shall cease forthwith. <br /> <br /> 2. Thc Agency shall be responsible for any Abandonment Costs and if the <br />Agency has drawn from the Developer's Share of the Acquisition Budget to pay any <br />Abandonment Costs, thc Agency shall promptly reimburse Developer for such amounts. Any <br />balance of the Developer's Share of the Acquisition Budget shall be promptly paid to Developer <br />together with any interest or carrying costs that Developer was required to pay on such funds <br />from the date on which funds for the purchase of the Acquisition Parcels were so advanced by <br />Developer. <br /> <br /> 39 <br />DOCSSF1:648942.4 <br />9975-5C14 <br />120502 <br /> <br /> <br />