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ATTACHMENT A Agreement except for reimbursement of the Predevelopment Expenses and payment of the Predevelopment Fee provided for in Section 2.14; or(ii) seek specific performance of the exclusive negotiating obligations of the City under this Agreement. Developer's remedy of specific performance shall mean only that if the City breaches its duty of negotiating in good faith or negotiating exclusively with Developer, that Developer may seek appropriate order requiring the City to cease or refrain from negotiating with any such third party until the end of the Negotiating Period. (2) In the event of an uncured default by the Developer, the City's sole remedy shall be to terminate this Agreement. Following such termination, neither Party shall have any right, remedy or obligation under this Agreement. Except as expressly provided above, no Party shall have any liability to any other Party for damages or otherwise for any default, nor shall any Party have any other claims with respect to performance under this Agreement. Each Party specifically waives and releases any such rights or claims it may otherwise have at law or in equity. Section 3.7 Attorneys' Fees. The prevailing party in any action to enforce this Agreement shall be entitled to recover attorneys' fees and costs from the other party. Section 3.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 3.9 Entire Agreement. This Agreement constitutes the entire agreement of the parties regarding the subject matters of this Agreement. Section 3.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same agreement. Section 3.11 Assignment. The Developer may not transfer or assign any or all of its rights or obligations hereunder except with the prior written consent of the City, which consent shall be granted or withheld in the City's reasonable discretion, and any such attempted transfer or assignment without the prior written consent of City shall be void. Notwithstanding the foregoing, Developer shall have the right to assign its rights and obligations under this Agreement to an affiliated entity, pursuant to a form of assignment agreement approved by the Agency. Section 3.12 Non-Recourse to Agents. No member, official, employee, agent, or consultant of any party to this Agreement shall be personally liable to any other party, or any successor in interest or person claiming by, through or under any party, in the event of any default or breach, or for or on account of any amount which may be or become due, or in any claim, cause or obligation whatsoever under the terms of this Agreement. 10