Revitalization Commission Agenda and Packet 2024 10 30

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(b) So long as the Reimbursement Amount has not been paid in full, the LRC fails to remit the Pledged Revenues on deposit with the LRC to Developer on or prior to February 15 of each year. (c) Except as otherwise provided in this Agreement, any Party fails in the performance of any other covenant in this Agreement, and such default continues for thirty (30) days after written notice specifying such default and requiring the same to be remedied is given by a non -defaulting Party to the defaulting Party. If such default is not of a type which can be cured within such thirty (30)-day period and the defaulting Party gives written notice to the non -defaulting Party or Parties within such thirty (30)-day period that it is actively and diligently pursuing such cure, the defaulting Party shall have a reasonable period of time given the nature of the default following the end of such thirty (30)-day period to cure such default, provided that such defaulting Party is at all times within such additional time period actively and diligently pursuing such cure in good faith. 16. REMEDIES. Upon the occurrence and continuation of an Event of Default, the non -defaulting Party's remedies will be limited to the right to enforce the defaulting Party's obligations by an action for injunction, specific performance, or other appropriate equitable remedy or for mandamus, or by an action to collect and enforce payment of sums owing hereunder, and no other remedy and no Party will be entitled to or claim damages for an Event of Default by the defaulting Party, including without limitation lost profits, economic damages, or actual, direct, incidental, consequential, punitive or exemplary damages. In the event of any litigation or other proceeding to enforce any of the terms, covenants, or conditions of this Agreement, the prevailing party in such litigation, or other proceeding shall receive, as part of its judgment or award, its reasonable attorneys' fees and costs. 17. TERMINATION. This Agreement may be terminated by the Developer at any time prior to the Commencement of Construction of the Project. In the event that Developer has not Commenced Construction of the Project on or prior to May 31, 2025, then the LRC shall each have the option to terminate this Agreement at any time prior to such Commencement of Construction of the Project. In order to terminate this Agreement, a Party shall provide written notice of such termination to the other Party. Such termination shall be effective thirty (30) days after the date of such notice, without any further action by the Parties, unless prior to such time, the Parties are able to negotiate in good faith to reach an agreement to avoid such termination. Upon such termination, this Agreement shall be null and void and of no effect, and no action, claim or demand may be based on any term or provision of this Agreement, except as otherwise expressly set forth herein. In addition, the Parties agree to execute a mutual release or other instruments reasonably required to effectuate and give notice of such termination. 18. PAYMENT OF FEES AND EXPENSES. Each Party agrees to pay for its own fees, costs, and expenses incurred by such Party in connection with the execution and delivery of this Agreement and related agreements and documents. 9 10/23/2024 G: (ECONOMIC VITALITYILRCI2024 AGENDAS AND PACKETSI2024 10 301IRONTON PUBLIC INFRASTRUCTURE CONTRACT.DOCX