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<br />CDBG Subrecipient Agreement between City of San Leandro and July 1, 2020 <br />Asian Health Services for Mental Health Warmline Services Page 15 of 17 <br /> <br /> <br />8.8 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or <br />made a party to any action or proceeding in any way connected with this Agreement, the prevailing <br />party in such action or proceeding, in addition to any other relief which may be granted, whether <br />legal or equitable, shall be entitled to reasonable attorney's fees. Attorney fees shall include <br />attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to <br />all other reasonable costs for investigating such action, taking depositions and discovery and all <br />other necessary costs the court allows which are incurred in such litigation. All such fees shall be <br />deemed to have accrued on commencement of such action and shall be enforceable whether or <br />not such action is prosecuted to judgment. <br /> <br />9.0 CITY OFFICERS AND EMPLOYEES <br /> <br />9.1 Non-liability of City Officers and Employees. No officer or employee of the City <br />shall be personally liable to the Subrecipient, or any successor in interest, in the event of any <br />default or breach by the City or for any amount that may become due to the Subrecipient or to its <br />successor, or for breach of any obligation of the terms of this Agreement. <br /> <br />9.2 Conflict of Interest. No officer or employee of the City shall have any financial <br />interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in <br />any decision relating to the Agreement which affects his/her financial interest or the financial <br />interest of any corporation, partnership or association in which s/he is, directly or indirectly, <br />interested, in violation of any State statute or regulation. The Subrecipient warrants that it has not <br />paid or given and will not pay or give any third party any money or other consideration for obtaining <br />this Agreement. <br /> <br />9.3 Indemnify and Hold Harmless. Subrecipient agrees to indemnify, defend, and <br />hold harmless City and its officers, agents and employees, from any liabilities, claims, suits or <br />actions, losses or expenses, including attorney fees, caused by, arising out of, or in connection <br />with, either directly or indirectly, Subrecipient's performance under this Agreement. Nothing herein <br />shall be construed to require Subrecipient to indemnify the City, its officers, agents and employees <br />against any responsibility or liability in contravention of Section 2782 of the California Civil Code. <br /> <br />10.0 MISCELLANEOUS PROVISIONS <br /> <br />10.1 Notice. Any notice, demand, request, document, consent, approval, or <br />communication either party desires or is required to give to the other party or any other person <br />shall be in writing and either served personally or sent by prepaid first-class mail <br /> <br />To the City: City of San Leandro <br /> 835 E. 14th Street <br /> San Leandro, California 94577 <br /> Attention: Director, Community Development Dept <br /> <br />To the Subrecipient: Asian Health Services] <br /> 101 8th Street, Suite 100 <br /> Oakland, CA 94607 <br /> Attention: Chief Executive Officer <br /> shirota@ahschc.org <br /> <br />125