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SECTION 5. LEGAL ADVICE. Each Party represents and warrants to the other the <br /> following:they have carefully read this Agreement, and in signing this Agreement,they do so with <br /> full knowledge of any right which they may have; they have received independent legal advice <br /> from their respective legal counsel as to the matters set forth in this Agreement, or having <br /> knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and <br /> 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 AND <br /> APPLICANT. <br /> Owner and Applicant each represent and warrant for the benefit and reliance for the City <br /> as follows: <br /> A. Each of Owner and Applicant validly exists under the laws of the State of California <br /> and is authorized to conduct business in California and is authorized to carry on its business being <br /> conducted as contemplated in this Agreement; <br /> B. Owner and Applicant have the power and authority to enter into this Agreement; <br /> C. This Agreement shall be a legal, valid and binding obligation of Owner and Applicant, <br /> enforceable against Owner and Applicant and their successors and assigns in interest in the <br /> Property, and each portion thereof, in accordance with its terms, subject to bankruptcy and other <br /> equitable principles. <br /> SECTION 7. COVENANT OF OWNER AND APPLICANT. Owner and Applicant <br /> declare that the Project and the Property shall be held, conveyed, leased, used, and improved <br /> subject to the provisions of this Agreement and this Agreement is expressly declared to be for the <br /> benefit of the Project and the Property and the abutting public rights-of-way. The Property <br /> maintenance covenants of Owner and Applicant in favor of the City which arise under this <br /> Agreement shall run with and burden the Property and shall be binding upon all persons having or <br /> acquiring any right or title in the Property, including any leasehold interest, or any part thereof, <br /> and the successors and assigns of each of them, 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, Applicant, and Owner of each and <br /> every 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 against <br /> the other Party arising out of, or in connection with this Agreement, the prevailing Party shall be <br /> entitled to recover from the losing Party its costs of suit,including,but not limited to,its reasonable <br /> attorney's fees, expert witness fees, and costs of investigation. <br /> SECTION 10. INTEGRATION. 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 effect. <br /> 7 <br />