Amgt 2018 CDBG CSA Rebuilding Together Oakland East Bay 3472

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7.0 Audits and Inspections. All Consultant records with respect to any matters covered by this agreement shall be made available to City (as grantor agenoy), their designees or the Federal Gmvennment, at any time during normal business hours, as often maCity deems necessary, to audit, examine, and make excerpts or transcripts ofall relevant data, Any deficiencies noted in audit reports must bafully cleared byConsultant within thirty (3O) days after receipt byConsultant. Failure of Consultant to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments. Consultant hereby agrees b/have an annual agency audit conducted in accordance with current City policy concerning Consultant audits. pro 81 Applicable Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California and the United States, as applicable. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Alameda, State of California, the United States District Court for the Northern District of California, or any other appropriate court in Alameda County. and Consultant covenants and agrees to submit tothe personal jurisdiction ofsuch court inthe event ofsuch action. 8.2 Disputes. |nthe event of any dispute arising under this Agreement, the 'injured party shall notify the insuring party inwriting ofits contentions bvsubmitting aclaim therefor. The injured padyohnUoondnueperh)nning its obligations hereunder aolong asthe injuring pedyoornrnencamtnoureouchdefou|tvvithinten(1D)dayao[aen/ioe of such notice and completes the cure of such default within thirty (30) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the hem|th, safety and general vve|fare, such immediate action may be necessary. Notwithstanding the foreguing. City may suspend any further payment of CDBG Funds until Consultant is in compliance with this Agreement. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal acdion, and such compliance ohoU not be o waiver of any party's right to take legal action in the event that the depute isnot cured. 83 Remedies upon Default bwConsultant. |naddition toany other rights cxremedies available atlaw or in equUv, ifConsultant fails to fulfill its obligations under this Agreement, City may. after compliance with the provisions of Section 8.2: o. Temporarily withhold payment of CDBG Funds pending correction of the default by Consultant; b. Refuse to advance all or any part of the CDBG Funds for the project and reallocate said funds hoanother activity; C. Wholly or partially suspend or terminate the award and this Agreement; and; d. Withhold further awards for the project and/or the haui|ity; and e. Require Consultant to repay any CDBG Funds that the City determines were not expended in compliance with the requirements of this Agreement, the Act or the regulations. 8.4 Termination for Convenience. This Agreement may be terminated for convenience as provided in 24 CFR 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 orremedy orbeconstrued ms avvoiver. Aparty's consent hoorapproval ofany 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 be a waiver of any other default concerning the same or any other provision of this Agreement. 8.8 Rights and Remedies are Cumulative. Except with respect to rights and remedies axpnaae|y declared to be exclusive inthis Agreement, the rights and remedies ofthe parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different -13 CDBeConsulting Services Agreement for Rebuilding Together Oakland East Bay