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7.2.A. - Page 7 <br /> Developer shall not be obligated under this Agreement to defend and/or indemnify the City to the extent <br /> that any Claim is caused by the gross negligence or willful misconduct of the City or its agents or <br /> employees. The aforementioned indemnity shall apply regardless of whether or not the City has prepared, <br /> supplied or approved plans and /or specifications for the Improvements and regardless of whether any <br /> insurance required under this Agreement is applicable to any Claims. <br /> 12. DEFAULT. The failure to maintain the Improvements will constitute an event of default. <br /> Upon such event of default, the City shall provide written notice to the Developer. Upon receipt of the <br /> written notice, the Developer shall have thirty (30) days to remedy such event of default (or such longer <br /> period of time as may reasonably be required, provided that the Developer shall commence to remedy <br /> such default within thirty (30) days period and thereafter diligently prosecute such remedy to completion). <br /> If the Developer fails to remedy the event of default within the prescribed time period, the City shall have <br /> the right to do all work necessary to remedy the event of default and charge the Developer actual costs <br /> incurred by the City for such work. <br /> 13. ASSIGNMENT BY CITY. The City shall have the right at its option to assign its rights <br /> and obligations under this Agreement to a municipal services district or other public agency without <br /> consent of the Developer. <br /> 14. AGREEMENT ATTACHES TO LAND AND BINDS DEVELOPER'S SUCCESSORS <br /> AND ASSIGNS. This Agreement pertains to and runs with the Property in perpetuity, and shall be <br /> recorded against the Property. This Agreement binds the assigns and successors -in- interest of the <br /> Developer, including any transferee of a fee interest in any parcel located within the Property. The City <br /> and its successors and assigns, in the event of any breach of this Agreement, shall have the right to <br /> exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper <br /> proceedings against the Developer or its permitted successors and assigns to enforce the curing of such <br /> breach, <br /> 15. ASSIGNMENT BY DEVELOPER. The Developer may assign its obligations under this <br /> Agreement only with the prior written approval of the City. In connection with any such assignment, the <br /> Developer and its assignee shall execute and deliver to the City a written assignment and assumption <br /> agreement in a form acceptable to the City Attorney. The Developer may sell and/or grant the fee interest <br /> of lots /units or common area located on the Property and to thereby transfer all of its obligations under <br /> this Agreement to its successors. Upon the sale and/or grant of a fee interest in a particular lot or <br /> common area located on the Property, Developer's obligations under this Agreement shall inure to its <br /> successor -in- interest and the Developer shall thereafter be released from its obligations under this <br /> Agreement with respect to such lot or common area. <br /> 16. NOTICES. Any notices relating to this Agreement shall be given in writing and shall be <br /> deemed sufficiently given and served for all purposes when delivered personally or by generally <br /> recognized overnight courier service, or five (5) days after deposit in the United States mail, certified or <br /> registered, return receipt requested, with postage prepaid, addressed as follows: <br /> To the Developer: Kaiser Permanente <br /> 12191 Marshall St., Willow Building <br /> Redwood City, CA 94063 -2026 <br /> Attn: Kathy J. Moore, SSAA <br /> ATTYAGR /2014.093/KAISER FOUNDATION HOSPITALS — REPLACEMENT HOSPITALS (LMA) <br /> REV: 06 -09 -14 VR <br /> Page 5 of 10 <br />