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breach by the City or for any amount which may become due to Grantee or on any obligations <br />under the terms of this Agreement. <br />7.14 No Assignment. Grantee expressly acknowledges and agrees that the City has only <br />agreed to assist the Grantee as a means by which to induce the rehabilitation and operation of the <br />Project. Accordingly, Grantee further expressly acknowledges and agrees that this Agreement is a <br />personal right of Grantee that is neither negotiable, transferable, nor assignable except as set forth <br />herein. Grantee may assign some or all of its rights under the Agreement only with the prior written <br />consent of the City Project Manager. <br />7.15 Applicable Law. This Agreement shall be interpreted, governed and enforced <br />under federal and California state law with venue in Orange County, California. <br />7.16 Third Parties. This Agreement is made for the sole benefit of Grantee and the City <br />and their successors and assigns, and no other person or persons shall have any rights or remedies <br />under or by reason of this Agreement or any right to the exercise of any right or power of the <br />City hereunder or arising from any default by Grantee, nor shall the City owe any duty <br />whatsoever to any claimant for labor performed or materials furnished in connection with the <br />construction of the Property. <br />8.CONDITIONS FOR CONSTRUCTION <br />8.1 Permits and Approvals. Grantee shall diligently obtain all permits, including all <br />Building Permits, licenses, approvals, exemptions and other authorizations of Governmental <br />Agencies required in connection with the rehabilitation and operation of the Property. Grantee <br />shall follow industry standards for best management practices, as applicable, during <br />construction. <br />8.2 Commencement and Completion of Construction. The construction of the <br />Project shall be considered complete for purposes of this Agreement only when (a) all work <br />described has been completed and fully paid for, and (b) all work requiring inspection or <br />certification by Governmental Authority has been completed and all requisite certificates, <br />approvals and other necessary authorizations (including required final certificates of occupancy) <br />have been obtained. <br />8.3 Entry and Inspection. At all times prior to completion of the construction, upon <br />reasonable prior written notice and subject to reasonable job site safety rules, City and its agents <br />shall have (a) the right of free access to the Property and all sites away from the Property where <br />materials for the construction are stored, (b) the right to inspect all labor performed and <br />materials furnished for the construction, and (c) the right to inspect and copy all documents <br />pertaining to the construction. <br />8.4 Construction Information. From time to time, as needed, during the course of <br />the construction, within ten (10) Business Days following City's written demand therefore, <br />Grantee shall furnish requested reports of Project Costs, progress schedules and contractors' costs <br />breakdowns for the construction, itemized as to trade description and item, showing the name of <br />the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes, <br />EXHIBIT 2