east liberty station: realizing the potential - City of Pittsburgh

(b) Private developer shall abandon construction of the insert name Public
Improvements, provided that no event of force majeure shall give rise to such abandonment
absent written acknowledgment by an officer of the private developer that the construction of the
insert name Public Improvements has been discontinued and shall not be resumed;
(c) Private developer shall breach any material covenant or default in the
performance of any material obligation hereunder, which breach or default has not been cured, or
the cure thereof commenced and diligently pursued, within thirty (30) days after written notice
thereof from elTRIDRA to the private developer.
(d) Private developer shall transfer any of its rights or obligations under this
Development Agreement to any party other than the County of Allegheny, Pennsylvania, without
the prior written consent of elTRIDRA; or
(e) a material event of default by private developer shall occur under any of
the Construction Agreements (which default is not cured within any applicable cure period).
In the event that this Agreement is terminated by the elTRIDRA for any cause set
forth in the preceding clauses (a)-(e), the elTRIDRA may either execute contracts for or perform
any remaining work related to the unfinished insert name Public Improvements and use all or
any portion of the monies in the Construction Fund or other amounts transferred to the
Construction Fund and private developer shall have no claim or right to any further payments to
fund the costs of the insert name Public Improvements, except as otherwise provided by written
agreement of elTRIDRA and the private developer. elTRIDRA’s remedies under this section for
completion of the insert name Public Improvements are not exclusive, and do not limit the
elTRIDRA’s rights under any other agreement between elTRIDRA and the private developer.
12. Limited Liability of elTRIDRA.
Notwithstanding anything to the contrary contained in this Development
Agreement, the private developer agrees that any and all obligations of the elTRIDRA arising
out of, or related to, this Agreement are limited obligations of the elTRIDRA and may not
constitute debt of the elTRIDRA or a pledge of the elTRIDA’s general credit, and the
elTRIDRA’s obligations to make any payments hereunder are restricted entirely to the monies, if
any, in the Construction Fund, the Surplus Fund and no other source. Except from moneys and
funds held under the Indenture, the private developer shall not have any claim against the
elTRIDRA or any of its officers, directors, attorneys, officials, agents, or employees, past,
present or future (or any of their respective heirs, personal representatives or successors), for
damages suffered as a result of the elTRIDRA’s failure to perform, in any respect, any covenant,
undertaking, or obligation under this Agreement, the 2012 TRID Note or any other agreement,
document, instrument or certificate executed, delivered or approved in connection with the
issuance, sale and delivery of the 2012 TRID Note (collectively, the “TRID Note Documents”),
or as a result of the incorrectness of any representation in, or omission from, any of the TRID
Note Documents.
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