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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 contract
<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 party or any other person shall be in writing and either served personally or
<br />sent by prepaid first-class mail
<br />To the City: City of San Leandro
<br />835 E. 14th Street
<br />San Leandro, California 94577
<br />Attention: Deputy Community Development Director
<br />To the Subrecipient: Child Abuse Listening, Interviewing and Coordination Center (CALICO)
<br />524 Estudillo Avenue
<br />San Leandro, CA 94577
<br />Attention: Executive Director
<br />at his/her address by notifying the other party of the change of address in writing. Notice shall be deemed
<br />communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as
<br />provided in this Section.
<br />10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of
<br />the language used and shall not be construed for or against either party by reason of the authorship of this Agreement
<br />or any other rule of construction which might otherwise apply.
<br />10.3 Integration; Amendment. It is understood that there are no oral agreements between the parties
<br />hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations,
<br />arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this
<br />Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in
<br />writing.
<br />10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
<br />sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a
<br />court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases,
<br />sentences, clauses, paragraphs, or sections of this Agreement that are hereby declared as severable and shall be
<br />interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity
<br />deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
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<br />CDBG Agreement with CALICO FY16-17
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