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19 <br /> 3238974.3 CDBG Loan <br />Agreement <br />7.10 NO THIRD PARTY BENEFICIARIES. There shall be no third party beneficiaries to this <br />Agreement. <br />7.11 ENTIRE AGREEMENT; EXHIBITS. This Agreement constitutes the entire agreement between <br />the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral <br />or written agreements and negotiations between the Parties with respect thereto. Exhibits A through Gattached <br />hereto are incorporated herein by reference as though fully set forth herein. Notwithstanding any other <br />agreement the contrary, the Parties hereto acknowledge and agree that the City owns the underlying land, <br />identified as the Property, and Participant owns and operates the Improvements that are upon the Property. The <br />City may, upon a breach or default of this Agreement, terminate Participant’s right to be upon the Property. <br />7.12 SURVIVAL. All representations made by Participant herein and the provisions of Section 3.5 <br />hereof shall survive the expiration or earlier termination of this Agreement and the making of the CDBG Loan. <br />Therepresentations of Participant made herein have been or will be relied upon by the City, notwithstanding any <br />investigation made by the City or on its behalf. <br />7.13 ACTION BY THE CITY. Except as may be otherwise specifically provided herein, whenever <br />any approval, notice, direction, or consent by the City is required or permitted under this Agreement, such <br />action shall be in writing, and such action may be given, made or taken by the City Manager or by any person <br />who shall have been designated by the City Manager, without further approval by the City Council. City shall <br />use reasonable best efforts to respond to requests for any such approval, notice, direction, or consent in a <br />timely manner. <br />7.14 NON-LIABILITY OF CITY OFFICIALS, EMPLOYEES AND AGENTS. No member, official, <br />employee or agent of the City shall be personally liable to Participant or any successor in interest to any of <br />the foregoing in the event of any default or breach by the City, or for any amount of money which may become <br />due to Participant or Participant’s successor in interest or for any obligation of City under this Agreement. <br />7.15 BINDING UPON SUCCESSORS. Participant hereby subjects its interest in the Property <br />and the Improvements to the covenants and restrictions set forth in this Agreement. <br />IN WITNESS WHEREOF, the Parties have each caused this Agreement to be duly executed as of the date <br />first written above. <br />CITY:PARTICIPANT: <br />CITY OF SAN LEANDRO San Leandro Boys And Girls Club, Inc. <br />248