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8/4 Termination for Convenience. This Agreement may beterminated for convenience aeprovided in <br />24CFR Section 85.44. <br />8.5 VVakx»r. 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 orremedy orbeconstrued asewaiver. Aparty's consent toorapproval Vfany 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 toorapproval ofany subsequent act. Any waiver byeither party nfany default must beinwriting and <br />shall not be a waiver of any other default concerning the same or any other provision of this Agreement. <br />8.8 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly <br />declared to beexclusive inthis Agreement, the rights and remedies mfthe parties are cumulative and the exercise by <br />either party ofone 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 />87 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 />ofthe 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 equdab|o, 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 badeemed k)have <br />accrued on commencement of such action and mhoU be enforceable whether or not such action is prosecuted to <br />9.0 CITY OFFICERS AND EMPLOYEES <br />91 Non -liability ofCity Officers and Employees. Noofficer cxemployee ofthe City shall bepersonally <br />liable to the Subnacipient, or any successor in inhaneat, in the event ofany default or breach by the City orfor 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 a0odo his/her financial inhsnaat or the financial interest of any co/pondion, partnership or association in which <br />s/he is, directly orindirectly, interested, in violation of any State statute or regulation. The Subnacipiantwarrants that <br />it has not paid or given and will not pay or give any third party any money orother consideration for obtaining this <br />9.3 Indemnify and Hold Harmless. Sub/ecpient egnsea to indemnifv, dafmnd, and hold harmless City <br />and its officera, agents and ennp|oyeea, from any |iobi|itiae, o|oimo. suits oractions, |oaaus 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 Subeoipient to indemnify the City, its oOinera, <br />agents and employees against any responsibility or liability in contravention of Section 2782 of the California Civil <br />Code. <br />101 Notice. Any nuhce, 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 byprepaid first-class mail <br />-11- <br />c000Agreement with Service Opportunity for Seniors (Sos) pYz 10-2o10 <br />