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technical classification and designation, be binding for the benefit and in favor of City and its
<br />successors and assigns, and the parties hereto expressly agree that this Agreement and the
<br />covenants herein shall run in favor of City. Furthermore, all of the covenants, conditions, and
<br />restrictions contained herein shall also constitute easements in gross running in favor of City. City
<br />is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants
<br />running with the land, for and in its own right and for the purposes of protecting the interests of
<br />the community and other parties, public or private, in whose favor and for whose benefit this
<br />Agreement and the covenants running with the land have been provided. Developer hereby
<br />declares its understanding and intent that the burden of the covenants set forth herein touch and
<br />concern the land and that the Developer's interest in the Property is rendered less valuable thereby.
<br />Developer hereby further declares its understanding and intent that the benefit of such covenants
<br />touch and concern the land by enhancing and increasing the enjoyment and use of the Property by
<br />the citizens of City and by furthering the health, safety, and welfare of the residents of City.
<br />9. MISCELLANEOUS
<br />9.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth
<br />and contain the entire understanding and agreement of the parties with respect to the density bonus
<br />incentive and concession provided to the Project, and there are no oral or written representations,
<br />understandings or ancillary covenants, undertakings or agreements which are not contained or
<br />expressly referred to herein. No testimony or evidence of any such representations, understandings
<br />or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine
<br />the terms or conditions of this Agreement.
<br />9.2 Amendment. Any alteration, change or modification of or to this Agreement, in
<br />order to become effective, shall be made in writing and in each instance approved by the City
<br />Council, or through the City Manager as detailed herein, and signed on behalf of each Party. The
<br />City Manager shall have the authority to make approvals, issue interpretations, execute documents,
<br />waive provisions, and/or enter into amendments of this Agreement on behalf of City, including
<br />but not limited to amendments to this Agreement for consistency with other Project agreements.
<br />Any requested alteration, change or modification of the Agreement by Developer shall require the
<br />payment of fees or deposit by Developer to City, as applicable, to pay for City's actual,
<br />documented expenses to review the request. Each alteration, change, or modification to this
<br />Agreement shall be recorded against the Property in the Official Records of Orange County,
<br />California.
<br />9.3 Notices.
<br />9.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited
<br />to, the communication of notice, request, demand, approval, statement, report, acceptance,
<br />consent, waiver, appointment or other communication required or permitted hereunder. All notices
<br />shall be in writing and shall be considered given either: (i) when delivered in person to the
<br />recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in
<br />the United States mail in a sealed envelope as either registered or certified mail with return receipt
<br />requested, and postage and postal charges prepaid, and addressed to the recipient named below; or
<br />(iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and
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