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Upon a default by Developer which is not cured within thirty (30) days following service of said <br />notice, unless such default cannot reasonably be cured within thirty (30) days, in which case <br />Developer shall have such additional time as reasonably necessary to complete such cure but no <br />more than ninety (90) days, the City shall have the right to terminate this Agreement by delivery of <br />written notice of termination to Developer. <br />802. Default Remedies. Failure by either party to perform any action or covenant <br />required by this Agreement within the time periods provided herein following notice and failure <br />to cure as described hereafter, constitutes a "Default" under this Agreement. A party claiming a <br />Default shall give written notice of Default to the other party specifying the Default complained <br />of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute <br />any proceeding against any other party, and the other party shall not be in Default if such party <br />within thirty (30) days from receipt of such notice immediately, with due diligence, commences <br />to cure, correct or remedy such failure or delay and shall complete such cure, correction or <br />remedy with diligence. <br />803. Institution of Legal Actions. In addition to any other rights or remedies and <br />subject to the restriction otherwise set forth in this Agreement, either party may institute and <br />action at law or equity to seek specific performance of the terms of this Agreement, or to cure, <br />correct or remedy any Default, to recover damages for any Default, or to obtain any other <br />remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in <br />the Courts of the County of Orange, State of California, or in the District of the United States <br />District Court in which such county is located. <br />804. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in <br />this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either <br />party of one or more of such right or remedies shall not preclude the exercise by it, at the same or <br />different times, of any other rights or remedies for the same default or any other default by the <br />other party. <br />805. Inaction Not a Waiver of Default. Any failures or delays by either party in <br />asserting any of its rights and remedies as to any Default shall not operate as a waiver of any <br />Default or of any such rights or remedies, or deprive either such party of its right to institute and <br />maintain any actions or proceedings which it may deem necessary to protect, assert or enforce <br />any such rights or remedies. <br />806. Termination. This Agreement shall terminate on the earlier of. (a) expenditure of <br />all NSP funds; (b) failure to cure a material breach after notice and time to cure; (c) February 1, <br />2014; (d) the date ninety (90) days following receipt by Developer of written notice of <br />termination from the City; (e) upon mutual agreement of the parties, or (f) failure to meet <br />Performance Measures as set forth in Section 602. <br />900. GENERAL PROVISIONS <br />901. Relationship between the Parties. Both parties expressly acknowledge it is the <br />intention of the parties that this Agreement shall be a contract for services and shall not in <br />any way create any employer/employee relationship between the parties or any co -venture or <br />16 <br />