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93103418 respect with the terms and conditions of this Agreement, the City shall provide written notice to Developer describing (i) such failure to comply with the terms and conditions of this Agreement (referred to herein as a "Default") , and (ii) the actions required by Developer to cure such Default. Developer shall have ninety (90) days after the date of such notice to cure such Default, or in the event that such Default cannot be cured within such 90-day period, Developer shall have commenced the actions necessary to cure such Default and shall be diligently proceeding to complete such actions necessary to cure such Default within 90 days from the date of notice. If Developer fails to cure or pursue the cure of a Default as set forth above, the City Council may modify or terminate this Agreement as provided below. (c) If, upon a finding under Section 6(b) and the continuance of Developer's Default beyond the expiration of the cure period specified therein, City determines to proceed with modification or termination of this Agreement, City shall give written notice to Developer of its intention so to do. The notice shall be given at least ten (10) calendar days before the scheduled hearing and shall contain: (i) The time and place of the hearing; (ii) A statement as to whether or not City proposes to terminate or to modify the Agreement; and (iii) Such other information as is reasonably necessary to inform Developer of the nature of the proceeding. (d) At the time and place set for the hearing on modification or termination, Developer shall be given an opportunity to be heard, and Developer shall be required to demonstrate good faith compliance with the terms and conditions of this Agreement. If the City Council finds, based upon substantial evidence, that Developer has not complied in good faith with material terms or conditions of this Agreement, the City Council may terminate this Agreement or modify this Agreement and impose such conditions as are reasonably necessary to protect the interests of the City. Any such termination shall not affect any City Approval with respect to the Project that has been granted prior to the date of termination. 7. Suipersedure ky SubseaUent Laws. If any Law made or enacted after the date of this Agreement prevents or precludes compliance with one or more provisions of this Agreement, then the provisions of this Agreement shall, to the extent feasible, be modified or suspended as may be necessary to comply with such new Law. Immediately after enactment of any such new Law, the parties shall meet and confer in good faith to determine the feasibility of any such modification or suspension based on the effect such modification or suspension would have on the purposes and intent of this Agreement. Developer shall have the right tc challenge the new Law preventing compliance with the terms of -12-