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Branch :NCP,User ;RASH Order: 0636545 Title Officer: 00 Comment: Station Id :TP IP
<br /> performing Maintenance Services or other Activities until the certificates or any substitute certificates
<br /> have been approved by the City's Risk Manager.
<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 teems set forth in Section 8 above,
<br /> 10, TERM. This Agreement shall commence immediately upon the Effective Date and shall
<br /> continue in perpetuity until and unless terminated by the City.
<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
<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 noticc, 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 ASSIGN. . 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 Properly. 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. 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 Attomcy. The Developer may sell and/or grant the fee interest
<br /> of lots/units or common areas located on the Property and to thereby transfer all of its obligations under
<br /> ATTY/AGR12013.04$MNDSCAPE MAINTENANCE AGREEMENT- ONE MARINA- BAIR ISLAND RD PHASE 2
<br /> REV:04-02-13 VR Page 5 of 9
<br /> SAN MATEO,CA Page 5 of 11 Printed on 10/30/2014 8:59:45 AM
<br /> Document: AG 2014. 17375
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