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ATTACHMENT 1 6. INSURANCE. TVHOC shall procure and maintain insurance during the term of this Agreement in the amounts and under the terms set forth in Attachment "B" against claims that may arise from or in connection with this Agreement or TVHOC's operations. 7. NO ASSIGNMENT. TVHOC shall not assign this Agreement, or any of the benefits or obligations herein, without the Tri-Valley Cities prior written consent. For the purposes of this section, a change of fifty-percent or more in the ownership or control of TVHOC constitutes an assignment. 8. NOTICE. Notices under this Agreement must be delivered to the Tri-Valley Cities are their respective City Halls, and to TVHOC at 141 N. Livermore Avenue, Livermore, CA 94550, by deposit in the United States mail or by overnight delivery service, within postage prepaid and delivery confirmation. 9. WAIVER. Failure to insist upon the strict performance of any term or conditions in this Agreement, no matter how long the failure continues, is not a waiver of the term or condition and does not bar the right to subsequently demand strict performance. To be effective, a waiver must be in writing and signed by the non-breaching party. 10. SEVERABILITY. If a court of competent jurisdiction determines a provision in this Agreement is invalid, void, or unenforceable, the remaining provision will nevertheless continue in full force and effect without being impaired in any way. 11. COUNTERPARTS. This Agreement may be executed in counterpart by delivering a facsimile or secure electronic copy of the signed agreement to the other party, followed by delivery of the original documents bearing the original signatures. However, failure to deliver the original documents does not affect the enforceability of this Agreement. 12. ENTIRE AGREEMENT; MODIFICATION. This Agreement supersedes all other agreements, whether oral or written, between the parties with respect to the Tri-Valley Cities funding TVHOC for fiscal year 2010/2011. Any modification to this Agreement must be in writing and signed by all parties. 13. AMENDMENT. This Agreement may be amended in writing signed by all parties. Without limiting the scope of potential future amendments to this Agreement, the Parties to this Agreement recognize and acknowledge that this Agreement was drafted under circumstances requiring prompt action and that amendments may be necessary to do some or all of the following: to refine the scope of oversight to be exercised by the Tri-Valley Cities and the City Representatives and to add the City of Pleasanton as a Tri- Valley City and to modify the total loan amount in the event that the City of Pleasanton does become a signatory hereto.