Agmt 2009 Building Futures with Women and Children BFWC

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for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the depute is not cured. 8.3 Remedies Upon Default by Subrecipient. In addition to any other rights or remedies available at law or in equity, if Subrecipient fails to fulfill its obligations under this contract, City may, after compliance with the provisions of Section 8.2: a. Temporarily withhold payment of CDBG funds pending correction of the default by Subrecipient; b. Refuse to advance all or any part of the CDBG funds for the project and reallocate said funds to another activity; c. Wholly or partially suspend or terminate the award and this contract; and; d. Withhold further awards for the project and/or the facility; and e. Require Subrecipient to repay any CDBG funds that the City determines were not expended in compliance with the requirements of this contract, the Act or the regulations. 8.4 Termination for Convenience. This contract may be terminated for convenience as provided in 24 CFR Section 85.44. 8.5 Waiver. No delay or omission in the exercise of any right or remedy by anon-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act.- Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this contract. 8.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this contract, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights 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. 8.7 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to complete specific pertormance of this contract, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of the contract. 8.8 Attorneys' Fees. If either party to this contract is required to initiate or defend or made a party to any action or proceeding in any way connected with this contract, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 9.0 CITY OFFICERS AND EMPLOYEES 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Subrecipient, or any successor in interest, in the event of any default or breach by the City or for any amount that may become due to the Subrecipient or to its successor, or for breach of any obligation of the terms of this contract. -10- CDBG Agreement with BFWC FY09-1 ~