ORANGE HOUSING DEVELOPMENT CORPORATION AND C & C DEVELOPMENT (2)

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802. Default Remedies. Failure by either party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and failure to cure as described hereafter, constitutes a "Default" under this Agreement. A party claiming a Default shall give written notice of Default to the other party specifying the Default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, and the other party shall not be in Default if such party within thirty (30) days from receipt of such notice immediately, with due diligence, commences to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with diligence. 803. Institution of Legal Actions. In addition to any other rights or remedies and subject to the restriction otherwise set forth in this Agreement, either party may institute and action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Courts of the County of Orange, State of California, or in the District of the United States District Court in which such county is located. 804. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such right or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 805. Inaction Not a Waiver of Default. Any failures or delays by either party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 806. Termination. This Agreement shall terminate on the earlier of: (a) expenditure of all NSP funds; (b) failure to cure a material breach after notice and time to cure; (c) February 1, 2014; (d) the date ninety (90) days following receipt by Developer of written notice of termination from the City; (e) upon mutual agreement of the parties, or (f) failure to meet Performance Measures as set forth in Section 602. 900. GENERAL PROVISIONS 901. Relationship between the Parties. Both parties expressly acknowledge it is the intention of the parties that this Agreement shall be a contract for services and shall not in any way create any employer/employee relationship between the parties or any co-venture or joint venture. Developer is an independent contractor who shall in no way be considered an employee of the City. It is expressly acknowledged and agreed that Developer shall be responsible for maintaining its own insurance as described in paragraph 906. 902. Notices. Any approval, disapproval, demand, document or other notice ("Notice") which either party may desire to give to the other party under this Agreement must be in 16