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4.4 ~lIlii~t. If, notwithstanding the good faith efforts of Property Owner and City, annzxation is not final and effective 24 months following the Date of Execution (~'Annexation Deadline"), this Ag~ement shall be deemed terminated and the City and Property Owner shall have no further obligationg Urldei- ~ Agreement, unless the City and Property Owner mutually agree, in writing, to waive or modify this provision on or before the Annexation Deadline. In the event that ProperOt Owner, aRer consultation with the City and exhaustion by both parties of reasonable efforts to effectuate satisfaction, reasonably determines at any time l~'ior to the Annexation Deadline that one or more of the Annexation Conditions cannot by satisfied on or before the Annexation Deadline, then Property Owner shall have the option to unilaterslly terminate this Agreement. In the event this Ag~ement is terminated pursuant to this Section 4.4, the City shall withdraw any application for, and take all steps necessary to, terminate then pending, if any, annexation proceedings for the Property. 4.5 Rescission of County ADorovals. (a) Within ninety (90) days bom the date of issuance of the first building permit for a single family residential unit in tho Project, Property Owner shall request, provided that there are no lawsuits or initiative or referendum measures pending that would adversely affect the annexation of the Property to the City or the Project Approvals, that the following approvals granted by the Alameda County Board of Sopervisors on August 1, 1996 be rescinded: certification of the Final Environmental Impact Report; adoption of the Bernal Property Specific Plan; r~zoning of the Bemal PropeRy from the A (Agricultural) to the PD (Planned Development) District (201 lth Zoning Unit) subject to certain exhibits (Exhibit B, the Land Use and Development Plan, and Exhibit C, Provisions of Reclassification); and the development agreemant by and between Alameda County and the City and County of San Francisco, acting by and through its Public Utilities Commission (the "PUC"). (b) In the event there are lawsuits or initiative or referendum measures pending as described in subsection (a) above, then the Property Owner shall make the ~quest for rescission at the date that such lawsuits or measures are no longer pending, so long as the annexation of the Property and the Project Approvals remain in place and are not set aside. ARTICLE 5. DEFAULTS. REMEDIES. TERMINATION. DISPUTE RESOLUTION 5.1 Breach. For purposes of this Agreement, the following shall be considered a "breach": the failure to perform or fulfill any other material term, provision, obligation or covenant hereunder, and the continuation of such failure for a period of sixty (60) days following writxen notice of breach and a demand for compliance; provided, however, it shall not be considered a breach if a cure is commenced within said sixty (60) day period and diligently prosecuted to completion thereafter within ninety (90) days following written notice of breach. 5.2 Notice of Breach. Prior to the initiation of any action for relief specified in S~ction 5.3, 5.4 or 5.5 below, the party claiming breach shall, within twenty-one (21) calendar days aRer having learned of the alleged breach, deliver to the other party a written Notice of Breach. The Notice of Breach shall specify the reasons for the allegation of breach with 35690/g49375v5 -19- 08/04/00