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obligations under the terms of this Agreement. <br /> <br />7.13 No Assignment. Developer expressly acknowledges and agrees that the <br />Agency 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 for any Excluded Transfers. <br /> <br />7.14 Applicable Law. This Agreement shall be interpreted, governed and <br />enforced under federal and California state law with venue in Orange County, California. <br /> <br />7.15 Third Parties. This Agreement is made for the sole benefit of Developer and <br />the Agency and their successors and assigns, and no other person or persons shall have any <br />rights or remedies under or by reason of this Agreement or any right to the exercise of any <br />right or power of the Agency hereunder or arising from any default by Developer, nor shall <br />the Agency owe any duty whatsoever to any claimant for labor performed or materials <br />furnished in connection with the construction of the Property. <br /> <br />7.16 Control of Property. The parties acknowledge that the Agency has not at <br />any time participated in any manner in the management or operation of the Property, and will <br />not so participate at any time hereafter. <br /> <br />8. CONDITIONS FOR CONSTRUCTION <br /> <br />8.1 Permits and Approvals. Developer shall diligently obtain all permits, <br />including all Building Permits, licenses, approvals, exemptions and other authorizations of <br />Governmental Authority required in connection with the construction and conversion of <br />the Property. <br /> <br />8.2 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 />certificates, approvals and other necessary authorizations (including required final <br />certificates of occupancy) have been obtained. <br /> <br />8.3 Change Orders. The contract for construction shall not be modified except <br />pursuant to change orders. All change orders in excess of $10,000: <br /> <br />(a) Shall be in writing, numbered in sequence, signed by Developer and <br />submitted to Agency prior to the proposed effectiveness thereof and accompanied by any <br />working drawings and a written narrative of the proposed change; and, <br /> <br />(b) Shall be subject to the City Project Manager’s prior written <br />approval, which approval shall not be unreasonably withheld, conditioned or delayed. <br />Notwithstanding the foregoing to the extent that any Change Order will be funded with <br />EXHIBIT 4