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§805 Rights and Remedies are Cumulative Except where otherwise expressly stated in this Agreement, the rights and remedies of the par~ies are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by any party 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 hereto. §806 Inaction not a Waiver of Default Subject to any applicable statutes of limitation, any failure or delay 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 ingtitute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. §807 Shea's Rights to Terminate A. Agency Default or Failure to Adopt Resolution of Necessity. In addition to the right to terminate set forth in Section 809, Shea shall have the right to terminate this Agreement with respect to the Shea Project Site, or subject to Section 801, with Agency's prior written concurrence a portion thereof, by providing written notice of such termination for any of the reasons set forth below: 1. Agency does not tender title to or possession of the Acquisition Parcels in the manner and condition and by the date provided in the Schedule of Performance as the same may be extended pursuant to Section 1004, and such failure is not the result of delays caused by Shea's failure to perform its obligations hereunder within the time provided in the Schedule of Performance (as the same may be extended pursuant to Section 1004); or 2. Shea's conditions precedent to Close of Escrow set forth in Sections 402(C) and (H) have not timely been satisfied or waived; or 3. There is a material change in the land use regulations of the City prior to the issuance-'6f a Certificate of Completion, adversely affecting the Shea Project. 4. By the date set forth in the Schedule of Performance, Agency does not adopt a Resolution of Necessity (pursuant to Article 2 [commencing with Section 1245.210] of Chapter 4 of Title 7 of the California Code of Civil Procedure) to acquire the Acquisition Parcels by eminent domain, it being understood that Agency has reserved its discretion to approve or disapprove any such Resolution of Necessity, and that Shea's remedy for the failure of Agency to adopt a Resolution of Necessity shall be the termination of this Agreement pursuant to Section 809(B); or B. Remedies. Where Shea has terminated this Agreement because Agency is in Default pursuant to Section 807(A)(1)-(3), immediately above, or because Agency fails to adopt Resolutions of Necessity pursuant to Section 807(A)(4), Shea shall be entitled to the following remedies: 1. Agency shall not draw further funds from the Due Diligence Deposit, or Letters of Credit or Cash Deposit. 35 wc-21875