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c. Wholly or partially suspend or terminate the award and this Agreement; and; <br /> <br />d. Withhold further awards for the project and/or the facility; and <br /> <br />e. Require Subrecipient to repay any CDBG funds that the City determines were not <br />expended in compliance with the requirements of this Agreement, the Act or the Regulations. <br /> <br />8.4 Termination for Convenience. This Agreement may be terminated for convenience as <br />provided in 24 CFR Section 85.44. <br /> <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 <br />or 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 /> <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 <br />cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude <br />the exercise by it, at the same or different times, of any other rights or remedies for the same default or <br />any other default by the other party. <br /> <br />8.7 Legal Action. In addition to any other rights or remedies, either party may take legal <br />action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to <br />complete specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain <br />any other remedy consistent with the purposes of the Agreement. <br /> <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 <br />such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, <br />shall be entitled to reasonable attorney's fees. Attorney fees shall include attorney's fees on any appeal, <br />and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for <br />investigating such action, taking depositions and discovery and all other necessary costs the court allows <br />which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement <br />of such action and shall be enforceable whether or 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 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 /> <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 /> <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 /> <br />DocuSign Envelope ID: 0386A9D5-353F-4427-9DE0-B5C42FCCB67A