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8.4 Termination for Convenience. This Agreement may beterminated for convenience eaprovided in
<br />24CFR Section 85.44.
<br />8.5 Waiver. Nodelay oromission inthe exercise ofany right nrremedy bvanon-defaulting party onany
<br />default shall impair such right orremedy mrbeconstrued moawaiver. Aparty's consent toorapproval nfany act bv
<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 toorapproval ofany subsequent act. Any waiver byeither party ofany default must beinwriting and
<br />shall not bemwaiver ofany other default concerning the same orany other provision ofthis Agreement.
<br />8.8 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly
<br />declared to be exclusive inthis Agreement, the rights and remedies ofthe 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 orremedies, either party may take (e0o| 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 equitab|e, aho|| be entitled to np000nab|o
<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 bedeemed tohave
<br />accrued on commencement ofsuch action and shall be enforceable whether or not such action is prosecuted to
<br />91 Non -liability ofCity Officers and Employees. Noofficer oremployee ofthe City shall bepersonally
<br />liable to the 5ubneopient, 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 oorporodon, 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 orgive any third party any money orother consideration for obtaining this
<br />Agreement.
<br />9.3 Indemnify and Hold Harmless. 8ubrecpient agrees to indemnify, defend, and hold harmless City
<br />and its ofhcern, agents and employees, from any |iabi|kiea, o|akne, ouha or actions, |oeaea 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 AooanrnenL Nothing herein shall be construed to require Guhneoipient to indemnify the City, its oMioera,
<br />agents and employees against any responsibility or liability in contravention of Section 2782 of the California Civil
<br />Code.
<br />101 Notice. Any noboo, domnond, requemt, 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 byprepaid first-class mail
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<br />CDBG Agreement with Child Abuse Listening, Interviewing and Coordination Center VCAuCo>pvoo1u-2o o
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