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FROM BR[3GS Ml,R3RN _P (FRI)O4.17.'42 10:31 <br />ARTICLE V <br />DEVELOPER'S OPTION TO TERMINATE AGREEMENT <br />NO.9 PAGE 13 <br />Section 5.1 The Developer's Option to Terminate. This <br />Agreement may be terminated by Developer, if (i) the Developer is <br />in compliance with all material terms of this Agreement and no <br />Event of Default has occurred; and (ii) the City fails to comply <br />with any material term of this Agreement, and, after written <br />notice by the Developer of such failure, the City has failed to <br />cure such noncompliance within sixty (60) days of receipt of such <br />notice, or, if such noncompliance cannot reasonably be cured by <br />the city within sixty (60) days, of receipt of such notice, the <br />City has not provided assurances, reasonably satisfactory to the <br />Developer, that such noncompliance will be cured as soon as <br />reasonably possible. <br />Section 5.2 Action to Terminate. Termination of this <br />Agreement pursuant to Section 5.1 must be accomplished by written <br />notification by the Developer to the City within thirty (30) days <br />after the date when such option to terminate may first be <br />exercised. A failure by the Developer to terminate this <br />Agreement within such period constitutes a waiver by the <br />Developer of its rights to terminate this Agreement due to such <br />occurrence or event. <br />Section 5.3 Effect of Termination. If this Agreement is <br />terminated pursuant to this Article V, this Agreement shall be <br />from such date forward null and void and of no further effect; <br />provided, however, the termination of this Agreement shall not <br />affect the rights of either party to institute any action, claim <br />or demand for damages suffered as a result of breach or default <br />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 <br />date of such termination. Upon termination of this Agreement <br />pursuant to this Article V, the Developer shall be free to <br />proceed with the Project at its own expense and without regard to <br />the provisions of this Agreement; provided, however, that the <br />City shall have no further obligations to the Developer with <br />respect to reimbursement of the expenses set forth in section <br />3.2. <br />214192 <br />11 <br />Page 38 <br />