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7.1.B. - Page 31
<br /> 9. PERMITS AND APPROVALS. To the extent that performance of the Maintenance
<br /> Services or other Activities requires permits or governmental approvals, the Developer shall, at its sole
<br /> cost and expense, obtain such permits and approvals. The City shall issue encroachment permits, from
<br /> time to time,on the terms set forth in Section 8 above.
<br /> 10, RELEASE. In the event that the City determines that the Improvements located on the
<br /> Property are no longer required,then the City,at the request of the Property Owner shall execute a release
<br /> of this Agreement,which the Property Owner shall record in the County Recorder's Office at the Property
<br /> Owner's expense. The City reserves the option to record such release of this Agreement. The
<br /> Improvements shall not be removed from the Property unless such a release is so executed and recorded.
<br /> 11. INDEMNIFICATION. The Developer shall indemnify, defend and hold the City, its
<br /> Council, boards, offices, commissions, agents and employees harmless from liens, claims, demands,
<br /> actions, causes of action, obligations, liabilities, damages, losses, costs and expenses, including
<br /> reasonable attorneys'fees(individually,"Claims"and collectively,"Claims"),which may arise from or in
<br /> any manner relate to any work performed or services provided under this Agreement by the Developer,or
<br /> the Developer's contractors, subcontractors, agents or employees, including, but not limited to, the
<br /> performance of the Maintenance Services or other Activities. Notwithstanding the forgoing, the
<br /> Developer shall not be obligated under this Agreement to defend and/or indemnify the City to the extent i
<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 the Property,or any portion of it. The City and its
<br /> successors and assigns,in the event of any breach of this Agreement,shall have the right to exercise all of
<br /> the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings
<br /> against the Developer or its permitted successors and assigns to enforce the curing of such 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,not to be unreasonably withheld, conditioned
<br /> or delayed. In connection with any such assignment, the Developer and its assignee shall execute and
<br /> deliver to the City a written assignment and assumption agreement in a form acceptable to the City
<br /> Attorney. The Developer may sell and/or grant the fee interest of the Property and to thereby transfer all
<br /> of its obligations under this Agreement to its successors. Upon the sale and/or grant of a fee interest in
<br /> ATTY/AGR/2015.036/SunCap Redwood LLC(LMA)
<br /> REV:02-20-15 VR
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<br /> ATTY/AGR.2015.036/SunCap Redwood LLC(LMA)
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