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8.4 Termination for Convenience. This Agreement may be terminated for convenience as provided in
<br />24 CFR Section 85.44.
<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 />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 />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 />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,
<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 />9.0 CITY OFFICERS AND EMPLOYEES
<br />9.1 Non -liability of City Officers and Employees. No officer or employee of the City shall be personally
<br />liable to the Subrecipient, or any successor in interest, in the event of any default or breach by the City or for any
<br />amount that may become due to the Subrecipient or to its successor, or for breach of any obligation of the terms of
<br />this Agreement.
<br />9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or
<br />indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement
<br />which affects his/her financial interest or the financial interest of any corporation, partnership or association in which
<br />s/he is, directly or indirectly, interested, in violation of any State statute or regulation. The Subrecipient warrants that
<br />it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this
<br />Agreement.
<br />9.3 Indemnify and Hold Harmless. Subrecipient agrees to indemnify, defend, and hold harmless City
<br />and its officers, agents and employees, from any liabilities, claims, suits or actions, losses or expenses, including
<br />attorney fees, caused by, arising out of, or in connection with, either directly or indirectly, Subrecipient's performance
<br />under this Agreement. Nothing herein shall be construed to require Subrecipient to indemnify the City, its officers,
<br />agents and employees against any responsibility or liability in contravention of Section 2782 of the California Civil
<br />Code.
<br />10.0 MISCELLANEOUS PROVISIONS
<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 parry or any other person shall be in writing and either served personally or
<br />sent by prepaid first-class mail
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<br />CDBG Agreement with ECHO Housing —
<br />Fair Housing Services FY16-17
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