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is neither negotiable, transferable, nor assignable except as set forth herein. Developer may <br />assign some or all of its rights under the Agreement only with the prior written consent of <br />the Executive Director (such consent not to be unreasonably withheld), except that no prior <br />consent is necessary for an assignment by a limited partner of Developer to an affiliate, or as <br />otherwise provided in the Deed of Trust. <br />9.14 Applicable Law. This Agreement shall be interpreted, governed and enforced under <br />federal and state laws. <br />9.15 Third Parties. This Agreement is made for the sole benefit of Developer and the <br />City and their successors and assigns, and no other person or persons shall have any rights <br />or remedies under or by reason of this Agreement or any right to the exercise of any right or <br />power of the City hereunder or arising from any default by Developer, nor shall the City <br />owe any duty whatsoever to any claimant for labor performed or materials furnished in <br />connection with the rehabilitation of the Property. <br />9.16 Control of Property. The parties acknowledge that the City has not at any time <br />participated in any manner in the management or operation of the Property, and will not so <br />participate at any time hereafter. <br />10. CONDITIONS FOR REHABILITATION <br />10.1 Permits and Approvals. Developer shall diligently obtain all <br />permits, including all building permits, licenses, approvals, exemptions and other <br />authorizations of Governmental Authority required in connection with the rehabilitation <br />and conversion of the Property. <br />10.2 Commencement and Completion of Rehabilitation. <br />The rehabilitation shall be considered complete for purposes of this Agreement <br />only when (a) all work described has been completed and fully paid for, and (b) all work <br />requiring inspection or certification by Governmental Authority has been completed and <br />all requisite certificates, approvals and other necessary authorizations (including required <br />final certificates of occupancy) have been obtained. <br />10.3 Change Orders. The Rehabilitation Contract shall not be modified <br />except pursuant to change orders. All change orders: <br />(a) shall be in writing, numbered in sequence, signed <br />by Developer and submitted to City prior to the proposed effectiveness thereof and <br />accompanied by any working drawings and a written narrative of the proposed change. <br />(b) Shall be subject to the Executive Director's <br />prior written approval. <br />10.4 Entry and Inspection. At all times prior to completion of the <br />rehabilitation, upon reasonable notice, City and their agents shall have (a) the right of free <br />access to the Property and all sites away from the Property where materials for the <br />20 <br />