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9.13 No Assignment. Developer expressly acknowledges and agrees that the City has only <br />agreed to assist the Developer as a means by which to induce the construction/development ofthe <br />Property. Accordingly, Developer further expressly acknowledges and agrees that this Agreement is <br />a personal right of Developer that is neither negotiable, transferable, nor assignable except as set <br />forth herein. Developer may assign some or all of its rights under the Agreement only with the prior <br />written consent of the Ciry Project Manager (such consent not to be unreasonably withheld), except <br />that no prior consent is necessary for an assignment by a limited partner of Developer to an affiliate, <br />or as otherwise provided in the Deed of Trust. <br />9.14 Applicable Law. This Agreement shall be interpreted, governed and enforced under federal <br />and California state law. <br />9.15 Third Parties. This Agreement is made for the sole benefit of Developer and the City and <br />their successors and assigns, and no other person or persons shall have any rights or remedies under <br />or by reason of this Agreement or any right to the exercise of any right or power of the City <br />hereunder or arising from any default by Developer, nor shall the City owe any duty whatsoever to <br />any claimant for labor performed or materials furnished in connection with the construction of the <br />Property. <br />9.16 Control of Property. The parties acknowledge that the City has not at anytime participated <br />in any manner in the management or operation of the Property, and will not so participate at any <br />time hereafter. <br />10. CONDITIONS FOR CONSTRUCTION <br />10.1 Permits and Approvals. Developer 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 construction and conversion of the Property. <br />10.2 Commencement and Completion of Construction. <br />The construction of the Project shall be considered complete for purposes of this <br />Agreement only when (a) all work described has been completed and fully paid for, and (b) all <br />work requiring inspection or certification by Governmental Authority has been completed and all <br />requisite certificates, approvals and other necessary authorizations (including required final <br />certificates of occupancy) have been obtained. <br />10.3 Change Orders. The contract for construction shall not be modified except pursuant <br />to change orders. All change orders: <br />(a) shall be in writing, numbered in sequence, signed by Developer <br />19 <br />1076\O1\1333668.1 <br />