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they have freely signed this Agreement without any reliance upon any agreement, promise, <br /> statement, or representation by or on behalf of the other Party, or in their respective agents, <br /> employees or attorneys, except as specifically set forth in this Agreement, and without duress or <br /> coercion, whether economic or otherwise. <br /> SECTION 6. REPRESENTATION AND WARRANTIES OF OWNER. <br /> Owner represents and warrants for the benefit and reliance for the City as follows: <br /> A. Owner validly exists under the laws of the State of California and is authorized to <br /> conduct business in California and is authorized to carry on its business being conducted as <br /> contemplated in this Agreement; <br /> B. Owner has the power and authority to enter into this Agreement; <br /> C. This Agreement shall be a legal, valid and binding obligation of Owner, enforceable <br /> against Owner and its successors and assigns in interest in the Property, and each portion thereof, <br /> in accordance with its terms, subject to bankruptcy and other equitable principles. <br /> SECTION 7. COVENANT OF OWNER. Owner declares that the Project and the <br /> Property shall be held, conveyed, leased, used, and improved subject to the provisions of this <br /> Agreement and this Agreement is expressly declared to be for the benefit of the Project and the <br /> Property and the abutting public rights-of-way. The Property maintenance covenants of Owner in <br /> favor of the City which arises under this Agreement shall run with and burden the Property and <br /> shall be binding upon all persons having or acquiring any right or title in the Property, including <br /> any leasehold interest, or any part thereof; and the successors and assigns of each of them, <br /> including Applicant. <br /> SECTION 8. TIME OF THE ESSENCE; TERM OF AGREEMENT. Time is expressly <br /> made of the essence with respect to the performance by City and Owner of each and every <br /> obligation and condition of this Agreement. <br /> SECTION 9. ATTORNEY'S FEES. In addition to any other remedies provided herein <br /> or available under applicable laws, if either Party to this Agreement commences an action <br /> against the other Party arising out of, or in connection with this Agreement, the prevailing Party <br /> shall be entitled to recover from the losing Party its costs of suit, including, but not limited to, its <br /> reasonable attorney's fees, expert witness fees, and costs of investigation. <br /> SECTION 10. INI'EGRATION. This Agreement contains the entire understanding <br /> between the Parties relating to the transaction contemplated by this Agreement, except as <br /> otherwise provided. All prior contemporaneous agreements, understandings, representations and <br /> statements, oral or written, are merged in this Agreement and shall be of no further force or <br /> effect. Each Party is entering into this Agreement based solely upon the representations set forth <br /> herein and upon each Parry's own independent investigation of any and all facts such Party <br /> deems material. This Agreement constituted the entire understanding and agreement of the <br /> Parties, notwithstanding any previous negotiations or agreements between the Parties or their <br /> predecessors in interest with respect to all or any part of the subject matter hereof. <br /> 7 <br />