AgdaPkt 2016-06-27 Closed and Joint SA PFA

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ATTY/AGR/2016.158/CENTRUM OWNERS ASSOCIATION-LMA REV: 06-22-16 JS Page 7 of 10 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 and approved by the City, provided that the Developer shall commence to remedy such default within such thirty (30) day 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. COA shall have the right to convey the School Site Portion of the Property to OAI and upon the occurrence of such conveyance, OAI shall be the Developer of such portion of the Property for all purposes hereunder and shall be liable for the performance of such Developer’s duties, obligations and liabilities hereunder and COA shall be relieved of and released from all duties, obligations and liabilities thereafter arising hereunder. Similarly, upon such conveyance, COA’s rights under this Agreement with respect to the School Site Portion of the Property shall expire. Following such conveyance of the School Site Portion of the Property to OAI (or if COA for any reason does not convey the School Site Portion of the Property to OAI), each Developer, and each successor hereunder, may assign its obligations under this Agreement, only with the prior written approval of the City and which approval shall not be unreasonably withheld, to a transferee in connection with a transfer of a fee interest or long-term leasehold interest in the Property or the Adjacent Property, as the case may be; provided, however, that in connection with any such transfer, such Developer and its assignee shall execute and deliver to the City a written assignment and assumption agreement in a form approved by the City Attorney, in his or her reasonable discretion. For purposes of the foregoing sentence, it shall be reasonable for the City to withhold approval of a proposed transfer if the proposed transferee cannot meet the insurance requirements set forth in this Agreement. Following any such assignment, the transferor shall be relieved of further liability hereunder with respect to obligations arising after such assignment. 6.1.K. - Page 40