RecDoc 2016-038478 1305 El Camino Real

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9. PERMI'T'S AND APPRQVALS. To the extent that perfarmance of the Mainten�nce Services or other Activitios requir+es petmits or governmental approvals, the Develaper shall, at its sole cost and expense, obtain such perrnits and approvals. The City shall issue encroachment perrnits, from timo to time,on the terms set forth in Section 8 abovo. 10. T�. This Agreement shall commence itnmediately upon the Effective Date and shall continue in perpetuity until and ualess terminated by the City. 11. INDEMNIF�CATION. The Develo�r shall indemnify, defend and hold the City, its Council, boards, affices, comrnissions, agents and employees harniless from liens, claims, dema.nds, actions, causes of action, obligations, liabilities, damages, losses, costs and expenses, including rea�onable attorneys' fees(individu�lly,"Claims"and callectively,"Claims"),which may arise frorn or in aay manaer relate to any work perfoimed or services provided under this Agteement by the Developer,or the Developer's contractors, subconttacto�, agents or employees, including, but not limited to, the performance of the Maintenance Serviees or other Activities. Notwithstanding the forgoing, the Developer shall not be obligated under this A�ement to defend and/or indemnify the City to the extent that any Claim is caused by the gross ncgligence or willful misconduet of the City or its agents or employees. The afaremcntioned indemnity sha11 apply regardless of whether or not the City has prep�red, supplied or �pprovad plans and/or �pecifications for the Improvements and regardless of whether aay insurance required uader this Agreement is applicable to�ny Claims. 12. DEFAULT. The failure to maintain the Improvemeats will constitute aa event of default. Upon such event of default, the City shall provide writtcn notice to the Devoloper. Upon receipt of the written notice, the Devtloptr sha11 have thirty (30) days to rcmedy such evant of default(ar sueh longer period of time as may reasonably be required, provided that the Developtr shall commence to remedy such default within thirty(30)days period�nd thereafter diligently prosecute such rernedy 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 thc City for such work. 13. ASSIGNMENT BY CTTY. The City shall have the right at its option to assign its rights and obligations under this Agreement to a municipal servic�s district or other public agency withaut consent of the Developer. 14. AGRFEMEI�TT ,p�TTACHES TO�_AND BTNDS DEVELO�FR`S SUCCESSQ�R AND ASSTGNS. This Agreement perta�ins to and runs with the Property in perpetuity, and shall be record�d against the Property. This Agreement biads the assigns and successors-in-interest of the Developer,including any transfcne of a fce interest in any lot located within the Pro�rty. T'he City a�d its successors and assigns,in the event of any breach of this Agrecmont,sh�ll h�vo the right to exereise 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. ASSIGNiv�ENT BY DEVEL4PER. Before ownership of the Property is legally transfernd to anothcr person or cntity, the ow�er of thc Property shall provide to the City evidence that the traasfcrte is assuming tho abligations of the Developer of the Agre�ment. Provided, that the transferee �ssumes such obligations, the traz�ferring owner of the Property shall be released from its obligations under this Agreement without the requirement of any further action by any other party. Page 5 of 9 REV:O1-28-16 VR ATTY/AGR.2016.0181RWC ECR Venture, LLC-LMA