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9.19 Project as a Private Undertaking. It is specifically understood and agreed by and <br />between the Parties hereto that the development of the Project is a private development, that neither <br />Party is acting as the agent of the other in any respect hereunder, and that each Party is an <br />independent contracting entity with respect to the terms, covenants and conditions contained in <br />this Agreement. No partnership, joint venture or other association of any kind is formed by this <br />Agreement. The only relationship between City and Developer is that of a government entity <br />regulating the development of private property and the Developer of such property. <br />9.20 Further Actions and Instruments. Each of the Parties shall cooperate with and <br />provide reasonable assistance to the other to the extent contemplated hereunder in the performance <br />of all obligations under this Agreement and in the satisfaction of the Project and conditions of this <br />Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, <br />with acknowledgment or affidavit if reasonably required, and file or record such required <br />instruments and writings and take any actions as may be reasonably necessary under the terms of <br />this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project <br />or to evidence or consummate the transactions contemplated by this Agreement. City hereby <br />authorizes City Manager to take such other actions and negotiate and execute any additional <br />agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill <br />the City's obligations under this Agreement. The City Manager may delegate her or his powers <br />and duties under this Agreement to an authorized management level employee of the City. <br />9.21 Estoppel Certificate. Within ten (10) business days following a written request by <br />any of the Parties, the other Party shall execute and deliver to the requesting Party a statement <br />certifying that (i) either this Agreement is unmodified and in full force and effect or there have <br />been specified (date and nature) modifications to the Agreement, but it remains in full force and <br />effect as modified; and (ii) either there are no known current uncured defaults under this <br />Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The <br />statement shall also provide any other reasonable information requested. The failure to timely <br />deliver this statement shall constitute a conclusive presumption that this Agreement is in full force <br />and effect without modification, except as may be represented by the requesting Party, and that <br />there are no uncured defaults in the performance of the requesting Party, except as may be <br />represented by the requesting Party. <br />9.22 No Subordination. City's approval of the necessary land use entitlements that <br />authorize Developer to develop, operate, and maintain the Project was based upon Developer's <br />obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density <br />Bonus for Affordable Housing, and the terms and conditions of this Agreement. For the Term of <br />the Density Bonus Housing Agreement, this Agreement shall have priority over any and all <br />mortgages, deeds of trust, and other similar forms of secured financing recorded against the <br />Property or anyportion thereof. Developer expressly understands and acknowledges that state law <br />requires preservation of affordability covenants in connection with the approval of this density <br />bonus project. <br />9.23 Attorneys' Fees and Costs. If either Party to this Agreement commences an action <br />against the other Party to this Agreement arising out of or in connection with this Agreement, the <br />19 <br />