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9.11 Conflicts of Interest. No member, official or employee of the City shall have <br />any personal interest, direct or indirect, in this Agreement, nor shall any such member, official <br />or employee participate in any decision relating to this Agreement which affects his/her <br />personal interests or the interests of any corporation, partnership or association in which <br />he/she has a direct or indirect financial interest. The Developer warrants that it neither has <br />paid nor given, nor will pay or give, any third party any money or other consideration for <br />obtaining this Agreement. <br />9.12 Nonliability of City Officials and Employees. No member, official or <br />employee of the City shall be personally liable to the Developer in the event of any default or <br />breach by the City or for any amount which may become due to Developer or on any <br />obligations under the terms of this Agreement. <br />9.13 No Assignment. Developer expressly acknowledges and agrees that the City <br />has only agreed to assist the Developer as a means by which to induce the <br />construction/development of the Project. Accordingly, Developer further expressly <br />acknowledges and agrees that this Agreement is a personal right of Developer that is neither <br />negotiable, transferable, nor assignable except as set forth herein. Developer may assign some <br />or all of its rights under the Agreement only with the prior written consent of the City Project <br />Manager, except that no prior consent is necessary for an assignment by a limited partner of <br />Developer to an affiliate, for the inclusion of tax credit investors in the Agreement, or as <br />otherwise provided in the Inclusionary Deed of Trust. <br />9.14 Applicable Law. This Agreement shall be interpreted, governed and <br />enforced under federal and California state law with venue in Orange County, California. <br />9.15 Third Parties. This Agreement is made for the sole benefit of Developer and <br />the City and their successors and assigns, and no other person or persons shall have any rights <br />or remedies under or by reason of this Agreement or any right to the exercise of any right or <br />power of the City hereunder or arising from any default by Developer, nor shall the City owe <br />any duty whatsoever to any claimant for labor performed or materials furnished in connection <br />with the construction of the Property. <br />9.16 Control of Property. The parties acknowledge that the City has not at <br />anytime participated in any manner in the management or operation of the Property, and will <br />not so participate at any time hereafter. <br />10. CONDITIONS FOR CONSTRUCTION <br />10.1 Permits and Approvals. Developer shall diligently obtain all permits, <br />including all Building Permits, licenses, approvals, exemptions and other authorizations of <br />Governmental Agencies required in connection with the construction and conversion of the <br />Property. <br />10.2 Commencement and Completion of Construction. The construction of <br />the Project shall be considered complete for purposes of this Agreement only when (a) all <br />work described has been completed and fully paid for, and (b) all work requiring inspection <br />or certification by Governmental Authority has been completed and all requisite <br />