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- 14 <br />CDBG Consulting Services Agreement <br />for Neighborhood Solutions FY16-17 <br /> <br />8.1 Applicable Law. This Agreement shall be construed and interpreted both as to validity and to <br />performance of the parties in accordance with the laws of the State of California and the United States, as applicable. <br />Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted <br />in the Superior Court of the County of Alameda, State of California, the United States District Court for the Northern <br />District of California, or any other appropriate court in Alameda County, and Consultant covenants and agrees to <br />submit to the personal jurisdiction of such court in the event of such action. <br /> <br /> 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the <br />insuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing <br />its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service <br />of such notice and completes the cure of such default within thirty (30) days after service of the notice, or such longer <br />period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, <br />safety and general welfare, such immediate action may be necessary. Notwithstanding the foregoing, City may <br />suspend any further payment of CDBG Funds until Consultant is in compliance with this Agreement. Compliance with <br />the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any <br />legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the <br />depute is not cured. <br /> <br />8.3 Remedies upon Default by Consultant. In addition to any other rights or remedies available at law <br />or in equity, if Consultant fails to fulfill its obligations under this Agreement, City may, after compliance with the <br />provisions of Section 8.2: <br /> <br />a. Temporarily withhold payment of CDBG Funds pending correction of the default by Consultant; <br /> <br />b. Refuse to advance all or any part of the CDBG Funds for the project and reallocate said funds <br />to another activity; <br /> <br />c. Wholly or partially suspend or terminate the award and this Agreement; and; <br /> <br />d. Withhold further awards for the project and/or the facility; and <br /> <br />e. Require Consultant to repay any CDBG Funds that the City determines were not expended in <br />compliance with the requirements of this Agreement, the Act or the regulations. <br /> <br />8.4 Termination for Convenience. This Agreement may be terminated for convenience as provided in <br />24 CFR Section 85.44. <br /> <br />8.5 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any <br />default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by <br />the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other <br />party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and <br />shall not be a waiver of any other default concerning the same or any other provision of this Agreement. <br /> <br />8.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly <br />declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by <br />either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different <br />times, of any other rights or remedies for the same default or any other default by the other party. <br /> <br />8.7 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or <br />in equity, to cure, correct or remedy any default, to recover damages for any default, to complete specific performance <br />of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes <br />of the Agreement. <br /> <br />8.8 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to <br />any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding,