ST. JOSEPH AND TALLER SAN JOSE (NEGOTIATION AGMT) - 2014

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Section 5.2 of this Agreement. 10.1 Statements Promises and Representations Made Prior the Execution of the Development Agreement. Each Party acknowledges and agrees that the other Parties will not be bound by any statement, promise or representation made by the disclosing Party's staff during the Negotiation Period or arising from or related to the Project, and that each Party shall be legally bound only upon the approval of the Development Agreement by the applicable governing authority of such Party; provided; however, that each Party agrees that it is bound by the Binding Terns (as defined below) of this Agreement. 10.2 No Representations About Future Agreements, Each Party further acknowledges and agrees that nothing in this Agreement or a Party's cooperation in satisfying its obligations under this Agreement shall be deemed a promise, representation or guaranty that the Parties will reach any future agreement, enter into the Development Agreement or unless memorialized in another agreement or otherwise agreed to that the CITY will provide financial assistance for the Project. 11. Default. 11.1 Cure. Failure or delay by either Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who is claimed to be in default by the other Party cures, corrects or remedies the alleged default within thirty (30) calendar days after receipt of written notice specifying such default, such Party shall not be in default under this Agreement. The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than thirty (30) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 11.1 shall be automatically reduced to the number of days remaining in the Negotiation Period. 112 Notice. The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default. 113 Breach. If a default of a Party remains uncured for more than thirty (30) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting 'Party shall be deemed to have occurred. Except as expressly provided in this Agreement, in the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach. 11.4 Confidentialitv Breach. Without prejudice to the rights and remedies otherwise available to DEVELOPER, because an award of money damages would be inadequate for any breach of the CITY's obligations contained in Section 5.2 and any such breach would cause the DEVELOPER irreparable harm, the CITY agrees that, in the event of any such breach or threatened breach of the CITY's obligations contained in Section 5.2, the DEVELOPER shall _9_ 48577228,1