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ARTICLE V <br />DEVELOPER'S OPTION TO TERMINATE AGREEMENT <br />Section 5.1. The Developer's Option to Terminate. This Agreement may be <br />terminated by Developer, if (i) the Developer is in compliance with all material terms of <br />this Agreement and no Event of Default has occurred; and (ii) the City fails to comply <br />with any material term of this Agreement, and, after written notice by the Developer of <br />such failure, the City has failed to cure such noncompliance within ninety (90) days of <br />receipt of such notice, or, if such noncompliance cannot reasonably be cured by the City <br />within ninety (90) days, of receipt of such notice, the City has not provided assurances, <br />reasonably satisfactory to the Developer, that such noncompliance will be cured as soon <br />as reasonably possible. <br />Section 5.2. Action to Terminate. Termination of this Agreement pursuant to <br />Section 5.1 must be accomplished by written notification by the Developer to the City <br />within sixty (60) days after the date when such option to terminate may first be exercised. <br />A failure by the Developer to terminate this Agreement within such period constitutes a <br />waiver by the Developer of its rights to terminate this Agreement due to such occurrence <br />or event. <br />Section 5.3. Effect of Termination. If this Agreement is terminated pursuant to <br />this Article V, this Agreement shall be from such date forward null and void and of no <br />further effect; provided, however, the termination of this Agreement shall not affect the <br />rights of either party to institute any action, claim or demand for damages suffered as a <br />result of breach or default of the terms of this Agreement by the other party, or to recover <br />amounts which had accrued and become due and payable as of the date of such <br />termination. Upon termination of this Agreement pursuant to this Article V, the <br />Developer shall be free to proceed with the Project at its own expense and without regard <br />to the provisions of this Agreement; provided, however, that the City shall have no <br />further obligations to the Developer with respect to reimbursement of the expenses set <br />forth in Section 3.2. <br />1160667.1 <br />page 225 <br />