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(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 request 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 written 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 Section 5.3, 5.4 or 5.5 below, the party claiming breach shall, within twenty-one (21) calendar days after 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 reasonable specificity. If the alleged breaching party disputes the allegations in the Notice of Breach, then that party, within twenty-one (21) days of receipt of the Notice of Breach, shall deliver to the other party a Notice of Non Breach which sets forth with reasonable specificity the reasons that a breach has not occurred. Within fifteen (15) days following receipt of a Notice of Non Breach the parties shall meet to discuss resolution of the alleged breach. If, after good faith negotiation, the parties fail to resolve the alleged breach within thirty (30) days, either party may institute legal proceedings pursuant to Section 5.3 to enforce the terms of this Agreement or may send a written notice to terminate this Agreement pursuant to Section 5.4. The parties may agree to extend the time periods set forth herein. 5.3 Remedies for Breach. In the event of a breach of this Agreement, the remedies available to a party shall include specific enforcement of this Agreement in addition to any other remedy available at law or in equity. In addition. a non breaching party may terminate this Agreement subject to the provisions of Section 5.4 below. All of these remedies shall be cumulative and not exclusive of one another, and the exercise of any one or more of these remedies shall not constitute a waiver or election with respect to any other available remedy. Each party in its sole and absolute discretion shall have the right to waive any default by any other party 5.4 Termination in Event of Breach. (a) In the event of a material breach of this Agreement, and failure by City to cure pursuant to Section 5.1, the Property Owner may terminate this Agreement, subject to the provisions of this Article 5, by sending a written Notice to Terminate to the City setting forth the basis for the termination. The Agreement will be considered terminated effective upon receipt of a Notice of Termination. The City may take legal action available at law or in equity, if it believes Property Owner's decision to terminate was not legally supportable. 7 5690/8493 7 5v14 24 0825/00