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- 15 <br />CDBG Consulting Services Agreement <br />for Neighborhood Solutions FY16-17 <br />in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable <br />attorney's fees. Attorney fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's <br />fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and <br />all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have <br />accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to <br />judgment. <br /> <br />8.9 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this <br />Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. <br /> <br />8.10 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement <br />does not constitute a waiver of any other breach of that term or any other term of this Agreement. <br /> <br />8.11 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall <br />apply to and bind the successors and assigns of the parties. <br /> <br /> 9.0 CITY OFFICERS AND EMPLOYEES <br /> <br />9.1 Non-liability of City Officers and Employees. No officer or employee of City shall be personally <br />liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount that <br />may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. <br /> <br />9.2 Indemnification and Consultant’s Responsibilities. Consultant shall indemnify, defend with <br />counsel acceptable to City, and hold harmless City and its officers, officials, employees, agents, and volunteers from <br />and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s <br />fees and costs and fees of litigation) (collectively “Liability”) of every nature arising out of or in connection with the <br />Consultant’s performance of services or its failure to comply with any of its obligations contained in this Agreement, <br />except such Liability caused by the sole negligence or willful misconduct of City. <br /> <br />Consultant’s obligation to defend and indemnify shall not be excused because of Consultant’s inability to <br />evaluate Liability or because Consultant evaluates Liability and determines that Consultant is not liable to the claimant. <br />Consultant must respond within thirty (30) days, to the tender of any claim for defense and indemnity by City, unless <br />this time has been extended by City. If Consultant fails to accept or reject a tender of defense and indemnity within <br />thirty (30) days, in addition to any other remedy authorized by law, so much of the money due to Consultant under <br />and by virtue of this Agreement as shall reasonably be considered necessary by City, may be retained by City until <br />disposition has been made of the claim or suit for damages, or until Consultant accepts or rejects the tender of <br />defense, whichever occurs first. <br /> <br />With respect to third party claims against Consultant, Consultant waives any and all rights of any type to <br />express or implied indemnity against the Indemnities. <br /> <br />Notwithstanding the foregoing, to the extent this Agreement is a “construction contract” as defined by California <br />Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to indemnify shall not apply <br />when to do so would be prohibited by California Civil Code Section 2782. <br /> <br />In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under <br />this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement <br />System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and <br />hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of <br />Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on <br />such contributions, which would otherwise be the responsibility of City. <br /> <br />10.0 MISCELLANEOUS PROVISIONS <br /> <br />10.1 Notice. Any notice, demand, request, document, consent, approval, or communication either party <br />desires or is required to give to the other party or any other person shall be in writing and either served personally or