Agmt16 MidPen Housing Corporation

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agreements and understandings, oral or written, between the Parties with respect to such subject matter. This Agreement may be amended only by a written instrument executed by the Parties or their permitted successors in interest. 6.6 Assi n�. The qualifications and identity of Developer are of particular concern to City. It is because of those unique qualifications and identity that City has entered into this Agreement with Developer. Accordingly, except as provided below, Developer may not transfer or assign its rights under this Agreement by operation of law or otherwise to any other person or entity,without the prior written approval of City which approval shall be granted or withheld in the City's sole discretion. Any purported voluntary or involuntary assignment of Developer's rights under this Agreement without such City written approval shall be null and void. Notwithstanding the foregoing, City shall not unreasonably withhold its consent to Developer's assignment of its rights and obligations under this Agreement to an entity wholly controlled by Developer,pursuant to an assignment agreement approved by the City. 6.7 Non-Recourse to Agents. No member, official, employee, agent, or consultant of either Party shall be personally liable to the other Party, or any successor in interest or person claiming by, through or under such other Party, in the event of any default or breach, or for or on account of any amount which may be or become due,or in any claim,cause or obligation whatsoever under the terms of this Agreement. 6.8 No Third Party Beneficiaries. This Agreement is made and entered into solely for the benefit of the City and the Developer, and no other person or entity shall have any right of action under or by reason of this Agreement. 6.9 Actions by the City. Whenever this Agreement calls for or permits the approval, consent, authorization or waiver of the City, the approval, consent, authorization, or waiver of the City Manager of the City shall constitute the approval, consent, authorization or waiver of the City without further action of the City Council. 6.10 Relationship of the Parties. The subject of this Agreement is a private development with neither Party acting as the agent of the other Party in any respect. None of the provisions in this Agreement shall be deemed to render the City a partner in the Developer's business, or joint venturer or member in any joint enterprise with the Developer. The Parties agree that nothing in this Agreement shall be deemed or interpreted to create between them the relationship of lessor and lessee, of buyer and seller, or of partners or joint venturers. 6.11 Authority; Disclosure. Developer warrants that none of its principals, officers, partners, joint venturers, employees, associates, or affiliates who have any economic interest in this Agreement or the contemplated development of the Property or the Project, have a familial, financial, or other material relationship with any elected or appointed official or employee of the City. Each person executing this Agreement on behalf of Developer does hereby covenant and warrant that (a)Developer is created and validly existing under the laws of California, (b)Developer has and is duly qualified to do business in California, (c)Developer has full corporate power and authority to enter into this Agreement and to perform all of Developer's REV:05-18-16 VR ATTY/AGR.2016.103/MID PEN HOUSING Page 8 of 11