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13 <br /> <br />8.9 WAIVER; MODIFICATION AND AMENDMENT. No failure or delay on the <br />part of the City in exercising any right, power, or remedy hereunder shall operate as a <br />waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy <br />preclude any other or further exercise thereof or the exercise of any other right, power, o r <br />remedy hereunder. No modification or waiver of any provision of this Agreement, nor any <br />consent to any departure by Owner therefrom, shall in any event be effective unless the <br />same shall be in writing, and then such waiver or consent shall be effective only in the <br />specific instance and for the specific purpose for which given. No notice to or demand on <br />the Owner in any case shall entitle the Owner to any other or further notice or demand in <br />similar or other circumstances. No amendment to this Agreement shall be effective unless <br />and until such amendment is in writing, properly approved in accordance with applicable <br />procedures, and executed by the Parties. <br /> <br />8.10 ASSIGNMENT. This Agreement shall be binding upon and inure to the <br />benefit of the Parties and their respective successors and assigns. Notwithstanding the <br />foregoing, City’s obligation to make the Loan and Grant is personal to Owner, and shall not <br />be assignable by Owner by operation of law or otherwise absent the express written <br />consent of City, and any such assignment by operation of law or otherwise shall be void. <br />8.11 NO THIRD PARTY BENEFICIARIES. There shall be no third party <br />beneficiaries to this Agreement. <br />8.12 ENTIRE AGREEMENT; EXHIBITS. This Agreement, together with the other <br />City Documents, constitutes the entire agreement between the Parties with respect to the <br />subject matter hereof and supersedes any and all prior or contemporaneous oral or written <br />agreements and negotiations between the Parties with respect thereto. Exhibits A through <br />D attached hereto are incorporated herein by reference as though fully set forth herein. <br />8.13 SURVIVAL. All representations made by Owner herein and the provisions of <br />Sections 4.3, 4.8, 4.14.a, and 4.15 hereof shall survive the expiration or termination of this <br />Agreement.The representations of Owner made herein have been or will be relied upon by <br />the City, notwithstanding any investigation made by the City or on its behalf. <br /> 8.14 CITY STATUS. Owner recognizes and agrees that City is not a commercial <br />lending institution, but a public agency exercising its authority to protect the public health, <br />safety and welfare. Any duties or obligations which a commercial lending institution may <br />have to Owner shall not apply to this transaction except as set forth herein and in the City <br />Documents. <br /> <br />8.15 ACTION BY THE CITY. Except as may be otherwise specifically provided <br />herein, whenever any approval, notice, direction, or consent by the City is required or <br />permitted under this Agreement, such action shall be in writing, and such action may be <br />given, made or taken by the City Manager or by any person who shall have been <br />designated by the City Manager, without further approval by the City Council. <br /> <br />8.16 NON-LIABILITY OF CITY AND CITY OFFICIALS, EMPLOYEES AND <br />AGENTS. No member, official, employee or agent of the City shall be personally liable to <br />Owner or any successor in interest to any of the foregoing in the event of any default or <br />breach by the City, or for any amount of money which may become due to Owner or <br />Owner’s successor in interest or for any obligation of City under this Agreement. <br />DocuSign Envelope ID: FEE47689-2EFE-4EE4-BAD7-6185FD2187CD