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ATTY/RESO.0053/CC RESO AMENDING AFFORDABLE HOUSING PRESERVATION PROGRAM – EXHIBIT B <br />REV: 08-19-24 LF <br />Page 24 of 86 <br />persons or circumstances other than those as to whom or which it is held invalid or unenforceable, <br />shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. <br />815. Incorporation of Recitals. The recitals set forth above, and all defined terms set <br />forth in such recitals and in the introductory paragraph preceding the recitals, are hereby <br />incorporated into this Agreement as if set forth in full. <br />816. Incorporation of Attachments. All attachments referenced in this Agreement are <br />hereby incorporated into this Agreement by this reference. <br />817. Legal Advice. Each party represents and warrants to the other the following: they <br />have carefully read the Loan Documents, and in signing the Loan Documents, they do so with full <br />knowledge of any right which they may have; they have received independent legal advice from <br />their respective legal counsel as to the matters set forth in the Loan Documents, or have knowingly <br />chosen not to consult legal counsel as to the matters set forth in the Loan Documents; and, they <br />have freely signed the Loan Documents without any reliance upon any agreement, promise, <br />statement or representation by or on behalf of the other party, or their respective agents, employees, <br />or attorneys, except as specifically set forth in the Loan Documents, and without duress or <br />coercion, whether economic or otherwise. <br />818. Time of Essence. Time is expressly made of the essence with respect to the <br />performance by City and Borrower of each and every obligation and condition of the Loan <br />Documents. <br />819. Cooperation. Each party agrees to cooperate with the other in this transaction and, <br />in that regard, shall execute any and all documents which may be reasonably necessary, helpful, <br />or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, <br />releases or additional agreements. <br />820. Conflicts of Interest. No member, official or employee of City shall have any <br />personal interest, direct or indirect, in the Loan Documents, nor shall any such member, official or <br />employee participate in any decision relating to the Loan Documents which affects his personal <br />interests or the interests of any corporation, partnership or association in which he is directly or <br />indirectly interested. <br />821. Time for Acceptance of Agreement. This Agreement, when executed by Borrower <br />and delivered to City, must be executed and delivered by City on or before fifteen (15) days after <br />signing and delivery of this Agreement by Borrower or this Agreement shall be void, except to the <br />extent that Borrower shall consent in writing to a further extension of time for the execution and <br />delivery of this Agreement. <br />822. Agreement Binding. This Agreement shall be binding upon and inure to the benefit <br />of the successors and assigns of the parties hereto. <br />823. Non-Liability of Officials and Employees of City. No member, official or <br />employee of City shall be personally liable to Borrower, or any successor in interest, in the event <br />of any default or breach by City or for any amount which may become due to Borrower or its <br />successors, or on any obligations under the terms of the Loan Documents. Borrower hereby waives <br />6.M. - Page 53 of 110 <br />509