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6.3 Waivers. of Default, Termination of Enforcement Proceedings and Related Matters. In case any Party shail have proeeeded to enforce any right or remedy hereunder and such proceedings , shall have ~been discontinued or abandoned for any reason, or shall have been determined adversely, - then and in every such case the Caunty and the Transit District shall be restored to their former positions and rights hereunder and all rights, remedies and powers of each Party shall continue as if ~+ no such proceedings had been taken except as modified by such proceedings. To the extent not precluded by this Agreement, the non-defaulting Party may, in its ~ discretion, waive any default hereunder and its consequences and, in case of any such waiver or rescission, the County and the Transit District shall be restored to their former positions and rights ~ hereunder respectively, but no such waiver or rescission shall affect any subsequent or other default, or impair any nght consequent thereon. No such waiver shall be effective unless the same is in (~ writing and signed by each of the non-defaulting Parties. ~ No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein; and every such right and power may be exercised from time to. time and as often as may be deemed expedient, No waiver of any default hereunder shall extend to or shall affect any subsequen~ default or shall impair any rights or remedies consequent thereon. SECTION 7. MISCELLANEOUS ~ 7.1 Force Majeure. From the date of execution of this Agreement neither the County nor the Transit District, as the case may be, nor any successor in interest shall be considered in breach of or default in its obligations with respect to any obligations created hereunder or progress in respect ~ thereto, in the event of enfom.ed delay ("unavoidable delay'~ in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or aegligence, including but not limited to acts of God, or of the pnblic enemy, acts of the Govemment (including an act of a Party Q but only to the extent snch act is a legislative ac:t of general applicability), acts of the other party, fires, floods, epidemics, quarantine restrictions, earthquake, explosion, mob violence, riot, or any similar events and/or occurrences beyond the control of County or Transit District, it being the purpose and intent of this provision that in the event of the occurrence of any such unavoidable delay the time or times for perforn~ance of the obligations of County or Transit District, as the case may be, shall be extended for the period of the unavoidable delay; provided, that the party seeking the benefit of the ~~' provisions of this section shall, within three (3) business days after the pazty becomes awaze of or unavoidable delay, have fust notified the other party thereof in writing of the cause or causes thereof j;~ and the estim~ted time of correction. Any action or failure to act b a ursuant to this Y P~Y P ~,) ~ Agreement which is not due to nnavoidable delay shall not excuse the performance hereunder by that Party. ~ 7.2 Conflicts of Interesrt. . (i) Public Conflicts. No member official, or employee of the County or Transit District shall ~~ have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to this Agreement which affects his personal interests or the interest of any corporation, partnership, or association in which he has, directly or indirecdY~ a Pecuniaz3' mteres~ ~ (ii) Public Official Liability. No member, official or employee of County or Transit District shall be personally liable to a Private Party in the event of any default or breach by the ~ County or Transit District or for any amount which may become due to a Private Party on any obligations under the terms of this Agreement. ~ Courthouse Square Development Agreement Page - 15