12-10-2018 Council Meeting Packet

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{00149157 12} 26. The subject headings of the sections of this Master Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions. 13.11 City’s Remedies Upon Default If the Developer or Owner fails to perform one or more of its obligations under this Master Agreement or fails to abide by one or more restrictions this Master Agreement imposes on the Developer or Owner, the City shall give the Defaulting party notice of the default and the Defaulting party shall have 30 days to cure the default or such additional time as reasonably needed to cure the default provided curative work has substantially commenced within 30 days of receipt of actual notice from the City and the Defaulting party is exercising reasonable diligence in pursuing cure of the default. If the Defaulting party does not cure the default within the required period or such longer period as may be necessary if the default may not reasonably be cured within such period, then the City may avail itself of any remedy afforded by law and any of the following non-exclusive remedies. a. the City may specifically enforce this Master Agreement, including without limitation, the use of temporary restraining orders, temporary injunctions and permanent injunctions; b. the City may suspend any work, improvement or obligation to be performed by the City until the City receives assurances from the Defaulting party, deemed adequate by the City in its sole discretion, that the Defaulting party will cure its default and continue its performance under the Master Agreement; c. the City may collect on any Financial Guarantees provided by the Defaulting party pursuant to this Master Agreement or any phase-specific subdivision agreement, to the extent necessary to cure the default and, if the security is a Letter of Credit, the City may draw on the Letter of Credit for any amount up to the full amount of the Letter of Credit. The Defaulting party shall be provided written notice and given 10 days to cure identified issues prior to a City draw on Letter of Credit or exercise of any other remedy. If the City elects to perform obligations of the Defaulting party, the City may withdraw from said account and retain an amount equal to the total amount of the costs and expenses which the City incurs in connection with the performance of such obligations. If the City elects to perform obligations of the Defaulting party under this Master Agreement or any subdivision agreement, Defaulting party is entitled to recover from the City any balance of the proceeds of the Letter of Credit remaining after the City has reimbursed itself for all costs and expenses which the City incurs in connection with the full performance of the Developer’s obligations and Defaulting party is liable to the City for the amount by which the costs and expenses which the City incurs in connection with the performance of the Defaulting party’s obligations under this Master Agreement or any phase-specific subdivision agreement exceed the proceeds of the Letter of Credit;