RecDoc 2013-166544 Conf - Laserfiche WebLink

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5.2 Default. 5.2.1 Remedies In General. The Parties agree that, following notice and expiration of any applicable cure periods, in the event of a Default by either Party, the Parties intend that the primary remedy shall be specific performance of this Agreement. A claim for actual monetary damages may only be considered if specific performance is not granted by the Court. The reasons specific performance is the primary remedy include the following: due to the size, nature and scope of the Project, it may not be practical or possible to restore the Property to its original condition once implementation of this Agreement has begun; after implementation of this Agreement, Developer may be foreclosed from other choices they may have had to utilize the Property or portions thereof; Developer has invested significant time and resources and performed extensive planning and processing of the Existing Approvals, and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement; and it is not possible to adequately determine the sum of money which would compensate Developer for its efforts. In no event shall any Party be entitled to any consequential, punitive or special damages. Any legal action to interpret or enforce the provisions of this Agreement shall be brought in the Superior Court for San Mateo County, California. 5.2.2 Cure Period. Subject to extensions of time by the Parties' mutual consent in writing and except as otherwise provided by this Agreement, breach of, failure, or delay by either Party to perform any term or condition of this Agreement shall constitute a "Default." In the event of any alleged Default of any term, condition, or obligation of this Agreement, the Party alleging such Default shall give the defaulting Party notice in writing specifying the nature of the alleged Default and the manner in which such Default may be satisfactorily cured ("Notice of Breach"). The defaulting Party shall cure the Default within forty-five (45) days following receipt of the Notice of Breach, provided, however, if the nature of the alleged Default is non- monetary and such that it cannot reasonably be cured within such forty-five (45) day period, then the commencement of the cure within such time period, and the diligent prosecution to completion of the cure thereafter, shall be deemed to be a cure, provided that if the cure is not diligently prosecuted to completion, then no additional 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 remedies 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 under Section 5.2.3 or Section 5.2.4 below. 5.2.3 Procedure for Default bv Developer. If Developer is alleged to be in Default hereunder by City then, after notice and expiration of the cure period specified in Section 5.22 above, City may institute legal proceedings against the Developer pursuant to Section 5.2.1 of this Agreement, andlor give notice to Developer of City's intent to terminate or modify this Agreement pursuant to California Government Code section 65865.1. Following notice of intent to terminate or modify this Agreement as provided above, the matter shall be scheduled for consideration and review at a duly noticed and conducted public hearing in the manner set forth in Government Code section 65865.1 by the City Council within thirty (30) calendar days following the date of delivery of such notice (the "Default Hearing"). Developer shall have the right to offer written and oral evidence prior to or at the time of said public hearings. If the City 29 ATTY/AGR/2013.134/STANFORD DEVELOPMENT AGREEMENT REV: 08-14-13 PT