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<br />(e) The City may, or upon Developer's written request, it shall request that the GSA <br />consent to the assignment by the City to the Developer of all of the City's right, title and interest in <br />and to the earnest money, including the right to collect the earnest money, all pursuant to the terms <br />and conditions of the OTP. If the GSA consents to such assignment, then from and after the duly <br />executed consent by the GSA to such assignment to the Developer, the City shall no longer have <br />any responsibility to collect the earnest money, other than the City is obligated to cooperate with <br />Developer regarding the Developer's actions to collect the earnest money. <br /> <br />(f) The City will not take actions or fail to take actions that constitute revocation or <br />default under the OTP, including, but not limited to Section 7, except and to the extent such actions <br />or omissions are the result of acts or omissions of Developer under Sections 3(d) or 3(e) of this <br />Agreement. In the event the earnest money may be forfeited at the option of GSA pursuant to <br />Section 7 of the OTP, the Developer's rights to have the City pursue the collection of the earnest <br />money are the same as described in Section I O( c) and (d). If the City receives a notice of default <br />under the OTP (the "OTP Default Notice"), the City shall within one (1) business day thereafter <br />forward a copy of the OTP Default Notice to the Developer. The City shall provide Developer with <br />reasonable updates of the action being taken by the City to cure such default. If at any time the <br />Developer reasonably believes that the City is not proceeding diligently to cure the default within <br />the time period provided under the OTP, the Developer may take such actions on behalf of the City <br />as it reasonably deems necessary to cure the City's default pursuant to the OTP Default Notice. <br /> <br />Section II. Term of Agreement. (a) This Agreement shall be effective through <br />March 31,2008, subject to earlier termination in accordance with Section 12. If for any reason an <br />MDA has not been entered into by the parties within the term of this Agreement or any other <br />mutually approved extension thereof, this Agreement shall be null and void and neither party <br />thereafter shall have any liability or obligations to the other except as otherwise provided in Section <br />12(c) in this Agreement. <br /> <br />Section 12, <br /> <br />DefaultJRemedies. <br /> <br />(a) This Agreement may be terminated by the City or the Developer, only upon thirty <br />(30) days' written notice to the other if: <br /> <br />(i) The other party fails to perform any of its obligations hereunder or fails to <br />agree to proposed changes to the then existing Budget, and fails to cure such <br />default or agree upon such changes to the Budget within thirty (30) days <br />after receipt of written notice thereof from the party wanting to terminate this <br />Agreement which notice explains the nature of the default or the change to <br />the Budget, and the OTP is terminated in accordance with Section 10 <br />thereof; or <br /> <br />(ii) The OTP is terminated, including the rescission of the offer, in accordance <br />with Section] 0 hereof. <br /> <br />Upon termination under this Section 12(a), neither party thereafter shall have any liability or <br />obligations to the other party except as otherwise provided in Section 12(b) and (c) of this <br />Agreement. <br /> <br />]2 <br />