Agmt 2017 CDBG-Housing Consortium of the East Bay (HCEB)

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6.7 GOVERNING LAW; VENUE. This Agreement shall in all respects be construed and enforced in accordance with laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Agreement must be filed in Alameda County, State of California. 6.8 WAIVER; MODIFICATION AND AMENDMENT. No failure or delay on the part of the City in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. No modification or waiver of any provision of this Agreement, nor any consent to any departure by Participant therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Participant in any case shall entitle the Participant to any other or further notice or demand in similar or other circumstances. No amendment to or modification of this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved in accordance with applicable procedures, and executed by the Parties. 6.9 ASSIGNMENT PROHIBITED. Participant shall not assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 6.10 NO THIRD PARTY BENEFICIARIES. There shall be no third party beneficiaries to this Agreement. 6.11 ENTIRE AGREEMENT; EXHIBITS, This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written agreements and negotiations between the Parties with respect thereto. Exhibits A through G attached hereto are incorporated herein by reference as though fully set forth herein. 6.12 SURVIVAL. All representations made by Participant herein and the provisions of Section 3.5 hereof shall survive the expiration or earlier termination of this Agreement and the making of the Loan. The representations of Participant made herein have been or will be relied upon by the City, notwithstanding any investigation made by the City or on its behalf. 6.13 ACTION BY THE CITY. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, or consent by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council. City shall use reasonable best efforts to respond to requests for any such approval, notice, direction, or consent in a timely manner. 6.14 NON-LIABILITY OF CITY OFFICIALS, EMPLOYEES AND AGENTS, No member, official, employee or agent of the City shall be personally liable to Participant or any successor in interest to any of the foregoing in the event of any default or breach by the City, or for any amount of money which may become due to Participant or Participant's successor in interest or for any obligation of City under this Agreement. 11 Capital Improvement Loan Agreement-HCEB October 1,2017