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VII. HOLD HARMLESS AND INDEMNIFICATION. <br />BORROWER shall hold harmless, defend and indemnify the CITY and its officers, <br />employees and agents against and hold the same free and harmless from any and all <br />claims, demands, damages, losses, costs and/or expenses of proceedings due to or arising, <br />either in part of in whole, from any claim arising out of BOROWER'S actions under this <br />Agreement; except for liability arising out of the concurrent or sole negligence of CITY, <br />its officers, employees or agents. <br />VIII. EVENTS OF DEFAULT AND REMEDIES. <br />A. Any failure of BORROWER to comply with the referral, documentation and other <br />obligations of this Agreement without good cause shall constitute a material breach <br />of the Agreement and an event of default, for the purposes of the Loan Agreement. <br />B. BORROWER'S failure to meet the goal of hiring at least 51% low income persons into <br />covered positions may also constitute a material breach of this Agreement and an <br />event of default if CITY determines that BORROWER has not shown good cause or <br />provided adequate documentation of the reasons for failure to attain such goal. <br />C. Upon CITY'S discovery of an event of default, CITY shall promptly notify <br />BORROWER in writing of such default ("Notice of Default") and request <br />BORROWER to correct such default within a specified period of time. <br />D. If BORROWER fails to take the corrective action requested by CITY in CITY'S Notice <br />of Default after expiration of any applicable time period for corrective action, CITY <br />may, at its sole discretion, accelerate BORROWER'S obligations to repay any loan <br />approved pursuant to a Loan Agreement authorized through CITY'S Revolving Loan <br />Program and exercise all remedies available to it under state law to commence suit <br />for collection of the loan and recover or foreclose on any collateral or secured <br />interest. <br />IX. ASSIGNMENT. <br />A. The obligations imposed by this Agreement upon BORROWER may not be assigned <br />without the written consent of CITY. <br />B. CITY may assign, delegate or designate a qualified agency with the responsibility for <br />performing any of CITY'S obligations pursuant to this Agreement. <br />A. Any written notice required to be given under this Agreement shall be provided by <br />depositing such notice in the mail, first class postage prepaid and addressed as <br />follows: <br />CDBG Employment Agreement EXHIBIT D <br />Page 5 of 7 <br />