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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 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
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<br /> CDBG Agreement with Spectrum Community Services FY16-17
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