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8.A. - Page 102 <br /> 3.13 Developer Solely Responsible. Developer acknowledges and agrees that it is <br /> solely responsible for the operation and maintenance of Hamilton Garage and that City shall <br /> have no liability for any claims arising out of such operation and maintenance of Hamilton <br /> Garage. <br /> 3.14 Restoration After Casualty. Subject to the limitations contained in this Section <br /> 3.14, in case of a fire or other casualty resulting in damage or destruction to the parking facilities <br /> during the Term, to the extent the proceeds of insurance are sufficient to reconstruct the parking <br /> facilities (and if each lender holding a mortgage upon the Site makes the proceeds of insurance <br /> sufficient to reconstruct the parking facilities available for that purpose). Developer shall restore <br /> the Hamilton Garage, as nearly as feasible to its condition prior to the casualty (except that <br /> Developer shall have the right to make reasonable alterations). In the event of a casualty which <br /> is not of the type included within the casualty insurance coverage required to be maintained <br /> hereunder (for example, an earthquake) resulting in damage or destruction to the parking <br /> facilities, Developer shall not be obligated to restore the Hamilton Garage; provided, however, <br /> that if such casualty also resulted in damage or destruction to Developer's Project and if <br /> Developer elects to restore such buildings within the Project, Developer shall also restore the <br /> Hamilton Garage. <br /> 3.15 Developer's Obligation to Pay Taxes. During the Term, Developer shall pay all <br /> lawfully required property taxes and assessments on the Site, including, without limitation, real <br /> estate and personal property taxes, and any and all utility, city, or county assessments, lawfully <br /> assessed, levied, confirmed, or imposed during the Term of this Parking Agreement, whether or <br /> not now customary or within the contemplation of City and Developer. <br /> Developer will have the right to contest the amount or validity, in whole <br /> or in part, of any tax or assessment by appropriate proceedings diligently conducted in good <br /> faith, only after paying the tax or posting such security as may be reasonably and customarily <br /> necessary in order to protect the Public Parking against loss or forfeiture. Upon the termination <br /> of those proceedings, Developer will pay the amount of the tax or part of the tax as finally <br /> determined, the payment of which may have been deferred during the prosecution of the <br /> proceedings, together with any costs, fees, interest, penalties, or other related liabilities. City <br /> will not be required to join in any contest or proceedings unless the provisions of any law or <br /> regulations then in effect require that the proceedings be brought by or in the name of City. In <br /> that event, City will join in the proceedings or permit them to be brought in its name; however, <br /> City will not be subjected to any liability for the payment of any costs or expenses in connection <br /> with any contest or proceedings, and Developer will indemnify City against and hold City <br /> harmless from any of those costs and expenses. <br /> 3.16 Covenants Running with the Land. The covenants of this Article 2 and 3 shall be <br /> covenants running with the land under California Civil Code Section 1468 of the Developer <br /> Property and of the Public Access Parcels for the benefit of the Jefferson Garage and the <br /> Winslow Parcel and the Site, and binding upon successive owners of the Developer Property and <br /> the Public Access Parcels, respectively, until the end of the term, as defined in Section 2.5. <br /> 82483.00019\9644366. 13 <br /> ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA <br /> REV: 07 -22 -15 VR <br /> Page 61 of 102 <br />