R2000-257 AUTHORIZING EXECUTION OF AGREEMENT Olde Towne RD Development

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� The sole remedy of the Developer in the event of a default by the Municipality under any of the terms and provisions of this Agreement shall be to institute legal action against the Municipality for specific performance or other appropriate equitable relief to require the City to pay the funds due the Developer from the Special Account. Under no circumstances shall the Municipality be subject to any monetary liability or be liable for damages (compensatory or punitive) under the provisions, terms and conditions of this Agreement. Except as to the foregoing, the parties shall have all remedies with respect to this Agreement available under applicable law. Notwithstanding anything herein to the contrary, the Municipality shall be liable for no amount hereunder in excess of Incremental Taxes duly deposited into the Special Account. 7. LIMITED LIABILITY TO OTHERS Except as otherwise expressly provided herein, the Municipality shall not be obligated to make any payments to any person other than the Developer, nor shall the Municipality be obligated to pay any contractor, subcontractor, mechanic, materialman providing services or materials to the Developer for or in respect of the Development Project. 8. TIME; UNAVOIDABLE DELAY Time is of the essence of this Agreement. Provided, however, the Developer shall not be deemed in default with respect to any obligations under this Agreement on its part to be performed if the Developer fails to timely perform the same and such failure is due in whole or in part to any strike, lock-out, labor trouble (whether legal or illegal), civil disorder, inability to procure materials, weather conditions, wet soil conditions, failure or interruption of power, restrictive governmental laws and regulations, condemnation, riots, insurrections, war, fuel shortages, accidents, casualties, Acts of God, acts caused directly or indirectly by the Municipality (or the Municipality's agents or employees) or third parties, or any other similar cause beyond the reasonable control of Developer, including but not limited to delays in acquiring interests in or possession of real estate caused by the parties who are contractually obligated to convey and grant to the Developer, for which the Developer shall have a day for day extension for any deadlines hereunder, if such event is claimed in writing delivered within ten (10) days of the occurrence of the event giving rise thereto. 9. ASSIGNMENT The rights and obligations of Developer under this Agreement shall be assignable, in whole, with (i) not less than 20 business days' (or such lesser notice acceptable to the Municipality) written notice by the Developer to the Municipality and (ii) the written approval of such assignment by the Municipality, including on such reasonable terms and conditions as the Municipality shall require; provided that no such assignment shall be deemed to release the Developer of its obligations to the Municipality under this Agreement unless the consent of the Municipality to the release of the Developer's obligations is first obtained. If the Development Project is completed by the Developer as set forth in Exhibit A, then the City shall not unreasonably withhold its approval of such assignment(s). 5