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SECTION 7. COVENANT OF OWNER. Owner declares that the Project and the ,Property, shall be held, conveyed, leased, used, and improved subject to the provisions of this Agreement and this Agreement is expressly declared to be for the benefit of the Project and the Property and the abutting public rights -of -way. The Property maintenance covenants of Owner in favor of the City which arises under this Agreement shall run with and burden the Property and shall be binding upon all persons having or acquiring any right or title in the Property, including any leasehold interest, or any part thereof, and the successors and assigns of each of them, including Applicant. SECTION 8. TIME OF THE ESSENCE; TERM OF AGREEMENT. Time is expressly made of the essence with respect to the performance by City and Owner of each and every obligation and condition of this Agreement. SECTION 9. ATTORNEY'S FEES. In addition to any other remedies provided herein or available under applicable laws, if either Party to this Agreement commences an action against the other Party arising out of, or in connection with this Agreement, the prevailing Party shall be entitled to recover from the losing Party its costs of suit, including, but not limited to, its reasonable attorney's fees, expert witness fees, and costs of investigation. SECTION 10. INTEGRATION. This Agreement contains the entire understanding between the Parties relating to the transaction contemplated by this Agreement, except as otherwise provided. All prior contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each Party is entering into this Agreement based solely upon the representations set forth herein and upon each Parry's own independent investigation of any and all facts such Party deems material. This Agreement constituted the entire understanding and agreement of the Parties, notwithstanding any previous negotiations or agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. SECTION 11. SEVERABILITY. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. SECTION 12. tvfFA.__NDWNT. No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to City approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid. SECTION 13. NOTICES. All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose: OWNER: CITY: KC of Broadway, LLC City of Santa Ana 3 Pebble Irvine CA 92614 Planning and Building Agency, M-20 Attn: Khoa Pham PO Box 1988 Santa Ana, CA 92702 (714) 647-5804 Planning@santa-ana.org SECTION 14. COUNTERPARTS. This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. One fully executed original counterpart shall be delivered to Owner and the remaining two original counterparts shall be retained by the City. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as evidenced by the signatures of the authorized officers of each of them.