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CITY COUNCIL DRAFT <br />If any such events shall occur, the term of this Agreement and the time for performance by either <br />Party of any of its obligations hereunder may be extended by the written agreement of the Parties <br />for the period of time that such events prevented such performance. <br />8.15 Mutual Covenants. The covenants contained herein are mutual covenants and <br />also constitute conditions to the concurrent or subsequent performance by the Parry benefited <br />thereby of the covenants to be performed hereunder by such benefited Party. <br />8.16 Successors in Interest. The burdens of this Agreement shall be binding upon, <br />and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties <br />to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes <br />and constitute covenants running with the land. Each covenant to do or refrain from doing some <br />act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden <br />upon every portion of the Property; (b) runs with the Property and each portion thereof, and (c) is <br />binding upon each Parry and each successor in interest approved pursuant to this Agreement during <br />ownership of the Property or any portion thereof. <br />8.17 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 />8.18 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, or to the extent allowed by law, in the federal court district covering <br />the City, and the Parties hereto waive all provisions of law providing for the filing, removal or <br />change of venue to any other court. <br />8.19 Project 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 />Parry 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 />8.20 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 />Page 24 <br />55394.00 10 1\43724951.1 <br />