Agmt01 Western Innisfree Ventures LLC

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· 7. The City has failed to execute and deliver a counterpart of the Design Building Agreement as provided in Section 518, and/or the Parking Rights Agreement as provided in Section 518, and/or the Maintenance Agreement as provided in Section 519. B. Remedies. Where Developer has terminated this Agreement because the Agency is in Default pursuant to Section 807(A) immediately above, the following provisions shall apply: 1. The Agency shall not draw further funds from Pre-Acquisition Budget or Pm-Construction Design Budget funds (except for funds previously obligated for pre-acquisition or Parking Structure Project pre-construction activities contemplated by this Agreement) or from the acquisition Letters of Credit or Cash Deposit or the Parking Structure Security; provided, however, that if the Office Building Parcel on Block Two has been conveyed to Developer prior to the close of Escrow for any of the parcels located on Block One pursuant to the terms of Sections 401 and 501 herein, the City shall have an unlimited right to draw on the Parking Structure Security until the Parking Structure has been satisfactorily completed and accepted by the City and, thereafter, receive payment of any balance remaining from the Parking Structure Contribution. 2. Developer shall be entitled to an immediate return of the balance of Pre- Acquisition Budget and Pre-Construction Budget funds (except for funds previously obligated for pre-acquisition or Parking Structure Project pre-construction activities contemplated by this Agreement) and the acquisition Letters of Credit (or Cash Deposit) and Parking Structure Security, with interest thereon, if any, and any amounts which were deposited into court in connection with an action in eminent domain shall be repaid as rapidly as the release of said amounts from the court can reasonably be effected; provided, however, that if the Office Building Parcel on Block Two has been conveyed to Developer prior to the close of Escrow for any of the parcels located on Block One pursuant to the terms of Section 401 and 501 herein, the City shall have an unlimited right to draw on the Parking Structure Security until the Parking Structure has been satisfactorily completed and accepted by the City and, thereafter, receive payment of any balance remaining from the Parking Structure Contribution. 3. Developer shall not be responsible for the payment of any sums needed by the Agency to pay Abandonment Costs. 4. Developer shall have all rights and remedies available at law or in equity, including, without limitation, and where that remedy lies, specific perfom~ance, which remedies shall be cumulative. C. Cure of Defaults. Failure to Adopt Resolution of Necessity_. Notwithstanding Section 807(B), if an event occurs pursuant to Section 807(A), then the Agency and/or the City shall have forty-five (45) days after receipt of notice with respect to such event, with due diligence, to commence to cure, correct or remedy such Default or failure to adopt a Resolution of Necessity, as applicable, and thereafter pursue such cure, correction or remedy to completion. If Agency and/or the City commences to cure within such period and completes such cure with diligence as aforesaid, then Developer shall not terminate this Agreement or institute proceedings against the Agency and/or the City for such Default. {}808 Agency's Right to Terminate: Rights and Duties Following Termination A. ~l/.~Ll2gXal~. In addition to the Agency's right to terminate set forth in Section 809, the Agency shall have the right to terminate this Agreement with respect to the 37 DOCSSFl:495065.9 9975-5 N'WN