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16 <br />8.04 Costs. In the event the Closing is not completed by January 1, 2027, the Developer <br />shall pay City’s fees, including attorneys’ fees, Bond Counsel fees, municipal advisory fees and <br />any other fees reasonably and actually incurred with respect to this Agreement on or before January <br />1, 2027; provided, however, Developer shall have no obligation to pay such fees if the failure to <br />close is caused by the City’s default. <br />8.05 Default. <br />(a) Events of Default. It shall be an Event of Default if either party fails to <br />perform or observe any term or condition of this Agreement to be performed or observed <br />by it after notice from the other party, and such default is not cured within the applicable <br />Cure Period. <br />(b) General Remedies. Whenever an Event of Default occurs, the non- <br />defaulting party may take whatever actions at Law or in equity are necessary or appropriate <br />to: (i) collect any payments due under this Agreement; (ii) protect the rights granted to the <br />non-defaulting party under this Agreement; (iii) enforce the performance or observance by <br />the defaulting party of any term or condition of this Agreement (including, without <br />limitation, the right to specifically enforce any such term or condition); or (iv) cure, for the <br />account of the defaulting party, any failure of the defaulting party to perform or observe a <br />material term or condition of this Agreement to be performed or observed by it. If the non- <br />defaulting party incurs any costs or expenses in connection with exercising its rights and <br />remedies under, or enforcing, this Agreement, then the defaulting party shall reimburse the <br />non-defaulting party for all such costs and expenses, including reasonable attorney fees. <br />(c) No Remedy Exclusive. Except as provided to the contrary in this <br />Agreement, no right or remedy herein conferred upon, or reserved to, a non-defaulting <br />party is intended to be exclusive of any other available right or remedy, unless otherwise <br />expressly stated; instead, each and every such right or remedy shall be cumulative and in <br />addition to every other right or remedy given under this Agreement or now or hereafter <br />existing at Law or in equity. No delay or omission by a non-defaulting party to exercise <br />any right or remedy upon any Event of Default shall impair any such right or remedy, or <br />be construed to be a waiver thereof, and any such right or remedy may be exercised from <br />time to time, and as often as may be deemed to be expedient. To entitle a non-defaulting <br />party to exercise any of its rights or remedies, it shall not be necessary for the non- <br />defaulting party to give notice to the defaulting party, other than such notice as may be <br />required by this Agreement or by Law. <br />8.06 Termination. Notwithstanding any other provision, if the Closing has not occurred <br />before January 1, 2027, the City Bodies shall have the right to terminate this Agreement and shall <br />have no further responsibilities hereunder. <br />8.07 Amendment. This Agreement, and any exhibits attached hereto, may be amended <br />only by the mutual consent of the parties, by the adoption of an ordinance or resolution of each of <br />the City Bodies approving said amendment, as provided by law, and by the execution of said <br />amendment by the parties or their successors in interest.