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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 /> acrions, 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
<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 lot located within the Property. The City and
<br /> its successors and assigns, in the event of any breach of this Agreement, shall have the right to exercise all
<br /> 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. Before ownership of the Property is legally
<br /> transferred to another person or entity, the owner of the Property shall provide to the City evidence that
<br /> the transferee is assuming the obligations of the Developer of the Agreement. Provided, that the
<br /> transferee assumes such obligations, the transferring owner of. the Property shall be released from its
<br /> obligations under this Agreement without the requirement of any further action by any other party.
<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: Redwood City Jefferson, LLC
<br /> 221 Main St #1280
<br /> San Francisco, CA 94105
<br /> Attn: Jonathan Hayes
<br /> REV: 05-20-15 VR
<br /> Page 5 of 9
<br /> ATTY/AGR.2015,097/103 Wilson LMA
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