AgdaPkt 2015-06-08 Joint SA and PFA

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ATTY/FORM/LANDSCAPE MAINTENANCE AGREEMENT REV: 01-27-14 VR 5 11. INDEMNIFICATION. The Developer shall indemnify, defend and hold the City, its Council, boards, offices, commissions, agents and employees harmless from liens, claims, demands, actions, causes of action, obligations, liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees (individually, “Claims” and collectively, “Claims”), which may arise from or in any manner relate to any work performed or services provided under this Agreement by the Developer, or the Developer's contractors, subcontractors, agents or employees, including, but not limited to, the performance of the Maintenance Services or other Activities. Notwithstanding the forgoing, the Developer shall not be obligated under this Agreement to defend and/or indemnify the City to the extent that any Claim is caused by the gross negligence or willful misconduct of the City or its agents or employees. The aforementioned indemnity shall apply regardless of whether or not the City has prepared, supplied or approved plans and/or specifications for the Improvements and regardless of whether any insurance required under this Agreement is applicable to any Claims. 12. DEFAULT. The failure to maintain the Improvements will constitute an event of default. Upon such event of default, the City shall provide written notice to the Developer. Upon receipt of the written notice, the Developer shall have thirty (30) days to remedy such event of default (or such longer period of time as may reasonably be required, provided that the Developer shall commence to remedy such default within thirty (30) days period and thereafter diligently prosecute such remedy to completion). If the Developer fails to remedy the event of default within the prescribed time period, the City shall have the right to do all work necessary to remedy the event of default and charge the Developer actual costs incurred by the City for such work. 13. ASSIGNMENT BY CITY. The City shall have the right at its option to assign its rights and obligations under this Agreement to a municipal services district or other public agency without consent of the Developer. 14. AGREEMENT ATTACHES TO LAND AND BINDS DEVELOPER'S SUCCESSORS AND ASSIGNS. This Agreement pertains to and runs with the Property in perpetuity, and shall be recorded against the Property. This Agreement binds the assigns and successors-in-interest of the Developer, including any transferee of a fee interest in any lot located within the Property. The City and its successors and assigns, in the event of any breach of this Agreement, shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings against the Developer or its permitted successors and assigns to enforce the curing of such breach. 15. ASSIGNMENT BY DEVELOPER. Before ownership of the Property is legally transferred to another person or entity, the owner of the Property shall provide to the City evidence that the transferee is assuming the obligations of the Developer of the Agreement. Provided, that the transferee assumes such obligations, the transferring owner of the Property shall be released from its obligations under this Agreement without the requirement of any further action by any other party. 16. NOTICES. Any notices relating to this Agreement shall be given in writing and shall be deemed sufficiently given and served for all purposes when delivered personally or by generally recognized overnight courier service, or five (5) days after deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, addressed as follows: To the Developer: Redwood City Jefferson, LLC 221 Main St #1280 San Francisco, CA 94105 Attn: Jonathan Hayes 7.1.D. - Page 31