Reso 2019-139 - Laserfiche WebLink

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the Borrower 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. 7.9ASSIGNMENT PROHIBITED.Borrower 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. 7.10NO THIRD PARTY BENEFICIARIES. There shall be no third party beneficiaries to this Agreement. 7.11ENTIRE 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 orwritten agreements and negotiations between the Parties with respect thereto. Exhibits A through Gattached hereto are incorporated herein by reference as though fully set forth herein. Notwithstanding any other agreement the contrary, the Parties hereto acknowledge and agree that the City owns the underlying land, identified as the Property, and Participant owns and operates the Improvements that are upon the Property. The City may, upon a breach or default of this Agreement, terminate Participant’s right to be upon the Property. 7.12SURVIVAL. All representations made by Borrower herein and the provisions of Section 3.5 hereof shall survive the expiration or earlier termination of this Agreement and the making of the City Loan. The representations of Borrower made herein have been or will be relied upon by the City, notwithstanding any investigation made by the City or on its behalf. 7.13ACTION 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. 7.14NON-LIABILITY OF CITY OFFICIALS, EMPLOYEES AND AGENTS. No member, official, employee or agent of the City shall be personally liable to Borrower 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 Borrower or Borrower’s successor in interest or for any obligation of City under this Agreement. 7.15 BINDING UPON SUCCESSORS.Borrowerhereby subjects its interest in the Property and the Improvements to the covenants and restrictions set forth in this Agreement. IN WITNESS WHEREOF, the Parties have each caused this Agreement to be duly executed as of the date first written above. PARTICIPANT: San Leandro Boys And Girls Club, Inc. 13 3239132.3 City Loan Agreement