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9.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and <br />the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to <br />this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and <br />constitute covenants running with the land. Each covenant to do or refrain from doing some act <br />hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon <br />every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding <br />upon each Party and each successor in interest approved pursuant to this Agreement during <br />ownership of the Property or any portion thereof. <br />9.17 Counterparts. This Agreement may be executed by the Parties in counterparts, <br />which counterparts shall be construed together and have the same effect as if all of the Parties had <br />executed the same instrument. <br />9.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or <br />brought by a Party hereto for the purpose of enforcing, construing or determining the validity of <br />any provision of this Agreement shall be filed and tried in the Superior Court of the County of <br />Orange, State of California, and the Parties hereto waive all provisions of law providing for the <br />filing, removal or change of venue to any other court. <br />9.19 Protect as a Private Undertaking. It is specifically understood and agreed by and <br />between the Parties hereto that the development of the Project is a private development, that neither <br />Party is acting as the agent of the other in any respect hereunder, and that each Party is an <br />independent contracting entity with respect to the terms, covenants and conditions contained in <br />this Agreement. No partnership, joint venture or other association of any kind is formed by this <br />Agreement. The only relationship between City and Developer is that of a government entity <br />regulating the development of private property and the Developer of such property. <br />9.20 Further Actions and Instruments. Each of the Parties shall cooperate with and <br />provide reasonable assistance to the other to the extent contemplated hereunder in the performance <br />of all obligations under this Agreement and in the satisfaction of the Project and conditions of this <br />Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, <br />with acknowledgment or affidavit if reasonably required, and file or record such required <br />instruments and writings and take any actions as may be reasonably necessary under the terms of <br />this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project <br />or to evidence or consummate the transactions contemplated by this Agreement. City hereby <br />authorizes City Manager to take such other actions and negotiate and execute any additional <br />agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill <br />the City's obligations under this Agreement. The City Manager may delegate her or his powers <br />and duties under this Agreement to an authorized management level employee of the City. <br />9.21 Estoppel Certificate. Within ten (10) business days following a written request by <br />any of the Parties, the other Party shall execute and deliver to the requesting Party a statement <br />certifying that (i) either this Agreement is unmodified and in full force and effect or there have <br />been specified (date and nature) modifications to the Agreement, but it remains in full force and <br />effect as modified; and (ii) either there are no known current uncured defaults under this <br />22 <br />9138-126780\1517029.2 <br />