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9. Relationshin of Parties. It is specifically understood and agreed by and between the Parties that no partnership, joint venture, or other association of any kind between Developer and City is formed by this Agreement, and City and Developer expressly disclaim the existence of any form of agency relationship, joint venture or partnership between the Parties. The only relation between City and Developer is that of a governmental entity regulation the development of private property and the owner of such private property. 10. No Third Partv Beneficiarv. This Agreement is made solely and specifically among and for the benefit of the Parties, and their respective successors and assigns subject to the express provisions relating to successors and assigns, and no other party other than a Mortgagee will have any rights, interest or claims or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise. 11. Assignment. Developer may only assign this Agreement with the prior written approval of the City. 12. Integration. This Agreement constitutes a single integrated written document expressing the entire agreement of the Parties regarding this subject matter, and supersedes any and all prior written and oral agreements between them. Any statement, promise, or commitment about this subject matter which is not contained in this Agreement shall be void and invalid. 13. Governing Law. This Agreement shall be construed in accordance with, and be governed by, the laws of the State of California, without reference to its choice of law provisions. Date. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective DEVELOPER: PREMIA 550 OWNER, LLC a Delaware limited liability company REV: 05-25-17 VR Page 5 of 6 ATTY/AGR.2017.121/PREMIA 550 OWNER, LLC - Agreement to Fund Required Improvements