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Attachment B Developer. For the purposes of this paragraph, Administrative Costs are considered to be incurred if they have been paid, relate to services performed, or are payable under a contract entered into, on ar befare the date of the notice of termination. This Section 7 shall survive termination of this Agreement and shall be binding on the Developer regardless of the enforceability of any other provision of this Agreement. 8. This Agreement may be terminated upon 5 days written notice by a party to the other party if: (a) in the respective sole discretion of the City or Developer, an impasse has been reached in the negotiation or implementation of any material term or the completion or execution of any material condition of this Agreement or the Contract; or (b) a party fails to perform any of its obligations under this Agreement. If any party terminates the Agreement under this Section 8, the Developer shall remain liable to the City to the extent provided under Section 7 of this Agreement. 9. During the term of this Agreement, the City agrees that it will not negotiate or contract with any other party concerning the sale or development of the Property. The Developer shall not assign or transfer its rights under this Agreement in full or in part, or enter into any subcontracts to perform any of its obligations hereunder, without the prior written consent of the City. 10. In the event that the Developer, its heirs, successors or assigns, fail to comply with any of the provisions of this Agreement, the City may proceed to enforce this Agreement by appropriate legal or equitable proceedings, or other similar proceedings, and if the City is the prevailing party, the Developer, its heirs, successors or assigns, agree to pay all costs of such enforcement, including reasonable attorneys' fees. 1 l. If any portion of this Agreement is held invalid by a court of competent jurisdiction, such portion shall be deemed stricken from this Agreement, leaving all remaining portions of the Agreement in full force and effect. 12. In the event any covenant contained in this Agreement should be breached by one party and subsequently waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach. 13. Notice or demand or other communication between or among the parties shall be sufficiently given if sent by mail, postage prepaid, return receipt requested or delivered personally: (a) As to the City: City of Roseville 2660 Civic Center Drive E