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8.4 Termination for Convenience. This Agreement may be terminated for convenience as
<br />provided in 24 CFR Section 85.44.
<br />8.5 Waiver. No delay or omission in the exercise of any right or remedy by a non-defaulting
<br />party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or
<br />approval of any act by the other party requiring the party's consent or approval shall not be deemed to
<br />waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver
<br />by either party of any default must be in writing and shall not be a waiver of any other default concerning
<br />the same or any other provision of this Agreement.
<br />8.6 Rights and Remedies are Cumulative. Except with respect to rights and remedies
<br />expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative
<br />and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise
<br />by it, at the same or different times, of any other rights or remedies for the same default or any other default
<br />by the other party.
<br />8.7 Legal Action. In addition to any other rights or remedies, either party may take legal action,
<br />in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to complete
<br />specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other
<br />remedy consistent with the purposes of the Agreement.
<br />8.8 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made
<br />a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such
<br />action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall
<br />be entitled to reasonable attorney's fees. Attorney fees shall include attorney's fees on any appeal, and in
<br />addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating
<br />such action, taking depositions and discovery and all other necessary costs the court allows which are
<br />incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such
<br />action and shall be enforceable whether or not such action is prosecuted to judgment.
<br />9.0 CITY OFFICERS AND EMPLOYEES
<br />9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall
<br />be personally liable to the Subrecipient, or any successor in interest, in the event of any default or breach
<br />by the City or for any amount that may become due to the Subrecipient or to its successor, or for breach
<br />of any obligation of the terms of this Agreement.
<br />9.2 Conflict of Interest. No officer or employee of the City shall have any financial interest,
<br />direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision
<br />relating to the Agreement which affects his/her financial interest or the financial interest of any corporation,
<br />partnership or association in which s/he is, directly or indirectly, interested, in violation of any State statute
<br />or regulation. The Subrecipient warrants that it has not paid or given and will not pay or give any third
<br />party any money or other consideration for obtaining this Agreement.
<br />9.3 Indemnify and Hold Harmless. Subrecipient agrees to indemnify, defend, and hold
<br />harmless City and its officers, agents and employees, from any liabilities, claims, suits or actions, losses
<br />or expenses, including attorney fees, caused by, arising out of, or in connection with, either directly or
<br />indirectly, Subrecipient's performance under this Agreement. Nothing herein shall be construed to require
<br />Subrecipient to indemnify the City, its officers, agents and employees against any responsibility or liability
<br />in contravention of Section 2782 of the California Civil Code.
<br />10.0 MISCELLANEOUS PROVISIONS
<br />10.1 Notice. Any notice, demand, request, document, consent, approval, or communication
<br />either party desires or is required to give to the other party or any other person shall be in writing and either
<br />served personally or sent by prepaid first-class mail
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