VISTA DEL RIO PARTNERS, L.P. - Laserfiche WebLink

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member, official or employee participate in any decision relating to this Agreement which affects his /her personal interests or the interests of any corporation, partnership or association in which he /she has a direct or indirect financial interest. The Vista Del Rio warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. 9.12 Nonliability of City Officials and Employees. No member, official or employee of the City or Successor Agency shall be personally liable to the Vista Del Rio in the event of any default or breach by the City or Successor Agency or for any amount which may become due to Vista Del Rio or on any obligations under the terms of this Agreement. 9.13 No Assignment. Vista Del Rio expressly acknowledges and agrees that the City and Successor Agency have only agreed to assist Vista Del Rio as a means by which to induce the construction and development of the Property/Project. Accordingly, Vista Del Rio further expressly acknowledges and agrees that this Agreement is a personal right of Vista Del Rio that is neither negotiable, transferable, nor assignable except as set forth in Section 16.2. 9.14 Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and state laws. 9.15 Third Parties. The Authority is an intended third party beneficiary of this Agreement, with full rights (but no obligation) to enforce all terms, provisions and covenants contained herein. This Agreement is made for the sole benefit of Vista Del Rio, the City, the Successor Agency, the Authority, and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City or Successor Agency hereunder or arising from any default by Vista Del Rio, nor shall the City, Successor Agency or Authority owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the Construction of the Property. 9.16 Control of Property. The parties acknowledge that neither the Successor Agency nor City has at anytime participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter. 10. CONDITIONS FOR CONSTRUCTION 10.1 Permits and Approvals. Vista Del Rio shall diligently obtain all Permits, including all grading and building permits, licenses, approvals, exemptions and other authorizations of Governmental Agencies required in connection with the construction and development of the Property /Project. 10.2 Commencement and Completion of Construction. The construction shall be considered complete for purposes of this Agreement only when (a) all work described has been completed and fully paid for, and (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations (including required final certificates of completion) have been obtained. 10.3 Change Orders. The Construction Contract shall not be modified except pursuant to change orders. All change orders: 23 DOC SOC/ 1475221 v 10/200272 -0004