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(b) IN THE EVENT THIS AGREEMENT IS TERMINATED AFTER THE COMMENCEMENT OF DEMOLITION BY THE CITY OF THE EXISTING VMSC, ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000) SHALL BE PAID TO THE CITY BY YMCA -SV AS THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY. IN THE EVENT THAT THIS SECTION 8.8 (LIQUIDATED DAMAGES) SHOULD BE HELD TO BE VOID FOR ANY REASON, THE CITY SHALL BE ENTITLED TO THE FULL EXTENT OF DAMAGES OTHERWISE PROVIDED BY LAW. THE YMCA -SV AND THE CITY SPECIFICALLY ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION BY THEIR SIGNATURES HERE: LM 9. General Provisions 9.1 Conflicts of Interest. No member, official or employee of the City 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 or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. The YMCA -SV warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. 9.2 Non -Liability of City Officials and Employ. No member, official or employee of the City shall be personally liable to the YMCA -SV, or any successor in interest, in the event of any default or breach by the City, or for any amount which may become due to the YMCA - SV or its successors, or on any obligations under the terms of this Agreement, except as may be caused by intentional torts or criminal activities of any such City member, official or employee. YMCA -SV hereby waives and releases any claim it may have against the members, officials or employees of the City with respect to any default or breach by City or for any amount which may become due to YMCA -SV or its successors, or on any obligations under the terms of this Agreement, except as may be caused by intentional torts or criminal activities. 9.3 Force Majeure. Subject to the limitations set forth below, performance by any party under this Agreement shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; governmental restrictions or priority; litigation initiated by third -parties regarding this Agreement or the Project ("Litigation"); unusually severe weather; acts or omissions of the other party; or other circumstances beyond the control of such party ("Force Majeure"). An extension of time for any such cause shall be for the period of the force majeure delay and shall commence to run from the time of the commencement of the cause (but in any event shall not exceed a cumulative total of 82483.00016\32444940. 5 14