Agmt 2017 CDBG SOS Service Opportunity for Seniors 3236

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8.4 Termination for Convenience. This Agreement may be terminated for convenience as providedin 24CFR Section 85.44. 8.5 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent toorapproval ofany subsequent act. Any waiver byeither party ofany default must beinwriting and shall not beowaiver ofany other default concerning the same orany other provision ofthis Aoreemnant � 8.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement,the rights and remedies of the parties are cumulative and the exercise by either party ofone or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.7 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity,to cure,correct or remedy any default,to recover damages for any default,to complete specific performance ofthis Agreement,toobtain declaratory orinjunctive re|i*[ortuobtoinanyothermemmdyconoiatentvvKhthepurpooea ofthe Agreement. 8.8 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action orproceeding inany way connected with this Agreement,the prevailing party insuch action orproceeding, in addition to any other relief which may be gmanted, whether legal or equdab|e, shall be entitled to reasonable attorney's fees. Attorney fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action,taking depositions and discovery and all other necessary costs the court allows which are incurred insuch litigation. All such fees shall bedeemed hohave accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 9.0 CITY OFFICERS AND EMPLOYEES 3.1 Non-liability of City Officers and Employees. Nmofficer oremployee ofthe City shall bepersonally liable to the Subreopiant, or any successor in inten*st, in the event of any default or breach by the City orfor any amount that may become due to the Subrecipient or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No mffimar or employee of the City shall have any financial inb*maat, direct or indirect,in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his/her financial interest or the financial interest of any corporation, partnership or association in which a/heia. dinact|yorindivoot|y. intemegted. inxio|obonmfmnyStatestmtuteorrmgu|abon. ThmSubrenpientvvarrmnteUlat it has not paid or given and will not pay orgive any third party any money orother consideration for obtaining this Agreement. 9.3 Indemnify and Hold Harmless. Gubreoipientagrees to indornnify, defend, and hold harmless City and its officers, agents and emp|oyeea, from any |imbi|iUem, o|eimme. suits oractions, |oemeo or expenses, including attorney fees, caused by, arising out of, or in connection with,either directly or indirectly, Subrecipient's performance under this Aonaernard. Nothing herein shall be construed to require 8ubmeopienibo indemnify the City, its ofMoena, agents and employees against any responsibility or liability in contravention of Section 2782 of the California Civil Code. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notim*, demand, mequeot, donurnent, oonnent, appnova|, urcommunication either podv desires or is required to give to the other party or any other person shall be in writing and either served personally or sent bvprepaid first-class mail -11 - CoBGAgreement with Service Opportunity for Seniors(SOS)FY2u1r-2n10