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<br />tenninating this Agreement or date of the City's written notice to Developer <br />tenninating this Agreement. <br /> <br />(ii) If the Developer terminates this Agreement, the Developer's remedies are <br />limited to terminating this Agreement, enforcing its rights under Section 10 <br />hereof and under the Guaranty, recovering from the City the Developer <br />Reimbursable Costs, collecting any earnest money as provided in Sections <br />IO(c), (d), (e) and (f), and collecting all out-of-pocket costs incurred by the <br />Developer, including reasonable attorneys fees, for collecting the payment to <br />Developer of the earnest money which has been received by the City; <br />provided that if Developer terminates the Agreement because of rescission of <br />the OTP initiated by Developer under Section 10(b) hereof, Developer's <br />rights to receive Developer Reimbursable Costs are qualified by the <br />provisions of Section 5(f)(3) hereof. <br /> <br />(iii) If the City terminates this Agreement, then the City's sole remedies shall be <br />to terminate this Agreement and to recover any unpaid City Reimbursable <br />Costs, and all of the out-of-pocket costs incurred by the City in collecting the <br />City Reimbursable Costs, including reasonable attorneys fees. The City <br />shall remain obligated to pay the Developer the Developer Reimbursable <br />Costs pursuant to Section 5, to terminate the OTP pursuant to Section 10, to <br />recover the earnest money and pay the same to the Developer pursuant to <br />Sections 10(c), (d), (e) and (f) and as otherwise provided in this Agreement. <br />The Developer Reimbursable Costs and earnest money due Developer are <br />subject to a right of offset for arnounts due by the Developer to the City for <br />unpaid City Reimbursable Costs. <br /> <br />(c) Notwithstanding any other provision of this Agreement to the contrary, the terms <br />and conditions of Section 4(c)(iv), Section 5, and Sections lO(c), (d), (e) and (f) and Section I2(b) <br />survive the expiration or earlier termination of this Agreement. <br /> <br />Section 13. Severability. If any portion of this Agreement is held invalid by a court of <br />competent jurisdiction, such decision shall not affect the validity of any remaining portion of this <br />Agreement. <br /> <br />Section 14. Notices. Notice or demand or other communication between or among the <br />parties shall be sufficiently given if sent by mail, postage prepaid, return receipt requested or <br />delivered personally: <br /> <br />(a) <br /> <br />As to the City: <br /> <br />City of Arden Hills <br />11245 W. Highway 96 <br />Arden Hills, MN 55112 <br />Attn: City Administrator <br /> <br />With a copy to: <br /> <br />Stephen J. Bubul <br />Kennedy & Graven, Chartered <br />470 U.s. Bank Plaza <br /> <br />14 <br />