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20. Default. If Seller, the City or Buyer default in the performance of any of the Party's obligations under this Agreement or under the Development Agreement, the non - defaulting Party may, after written notice to the defaulting Party, suspend performance of its obligations under this Agreement, and the rights of the non -defaulting Party are as follows: a. Buyer's Default. If Buyer defaults in the performance of any of Buyer's obligations under this Agreement or if one or more of the representations of Buyer in Section 15 is inaccurate as of the Effective Date, Seller and the City have the right to: i Terminate this Agreement pursuant to Minnesota Statutes, Section 559.21 and retain the Earnest Money; or ii If Buyer defaults the performance of one or more of Buyer's obligations under Section 16 or if Buyer has not yet deposited the Earnest Money, Seller may commence an action in a court of competent jurisdiction seeking a judgment terminating this Agreement and awarding damages. Seller shall be entitled to recover and (A) the sum of the amounts spent by Seller in the planning, consideration, negotiation and documentation of this transaction and in the exercise of Seller's rights and the performance of Seller's obligations under this Agreement, up to a maximum of $250,000.00, and (B) any damages Seller suffers as a result of Buyer's default in the performance of Buyer's obligations under Section 16. In any such action, Seller may also recover Seller's reasonable attorneys' fees and costs. The remedies set forth in this Section 20(a) are Seller's and the City's sole and exclusive remedies in the event of Buyer's default or a misrepresentation by Buyer. b. Seller's or Citv's Default. If Seller or the City defaults in the performance of any of Seller's or the City's obligations under this Agreement, Buyer may: i terminate this Agreement pursuant to Section 21, below; ii commence an action in a court of competent jurisdiction seeking a judgment terminating this Agreement and awarding damages to Buyer. In any such action for damages, Buyer's damages shall be limited to the lesser of Buyer's actual damages or $750,000.00. In any such action, Buyer may also recover Buyer's reasonable attorneys' fees and costs; or iii initiate a civil action to compel Seller's and the City's specific performance of their obligations under this Agreement provided that Buyer commences such action within three (3) months of the date of the default. In any such action for specific performance, Buyer may also recover Buyer's attorneys fees and costs. -11- 2707737v11 09/27/11