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for the Improvements and regardless of whether any insurance required under this Agreement is <br /> applicable to any Claims. <br /> 12. DEFAULT. The failure to maintain the Improvements will constitute an event of <br /> default. Upon such event of default, the City shall provide written notice to the Developer. Upon <br /> receipt of the written notice, the Developer shall have thirty (30) days to remedy such event of <br /> default (or such longer period of time as may reasonably be required and approved by the City, <br /> provided that the Developer shall commence to remedy such default within such thirty (30) day <br /> period and thereafter diligently prosecute such remedy to completion). If the Developer fails to <br /> remedy the event of default within the prescribed time period, the City shall have the right to do <br /> all work necessary to remedy the event of default and charge the Developer actual costs incurred <br /> by the City for such work. <br /> 13. ASSIGNMENT BY CITY. The City shall have the right at its option to assign its <br /> rights and obligations under this Agreement to a municipal services district or other public agency <br /> without consent of the Developer. <br /> 14. AGREEMENT ATTACHES TO LAND AND BINDS DEVELOPER'S <br /> SUCCESSORS AND ASSIGNS. This Agreement pertains to and runs with the Property in <br /> perpetuity, and shall be recorded against the Property. This Agreement binds the assigns and <br /> successors-in-interest of the Developer, including any transferee of a fee interest in any lot located <br /> within the Property. The City and its successors and assigns, in the event of any breach of this <br /> Agreement, shall have the right to exercise all of the rights and remedies, and to maintain any <br /> actions at law or suits in equity or other proper proceedings against the Developer or its permitted <br /> successors and assigns to enforce the curing of such breach. <br /> 15. ASSIGNMENT BY DEVELOPER. COA shall have the right to convey the School <br /> Site Portion of the Property to OAI and upon the occurrence of such conveyance, OAI shall be the <br /> Developer of such portion of the Property for all purposes hereunder and shall be liable for the <br /> performance of such Developer's duties, obligations and liabilities hereunder and COA shall be <br /> relieved of and released from all duties, obligations and liabilities thereafter arising hereunder. <br /> Similarly, upon such conveyance, COA's rights under this Agreement with respect to the School <br /> Site Portion of the Property shall expire. Following such conveyance of the School Site Portion <br /> of the Property to OAI (or if COA for any reason does not convey the School Site Portion of the <br /> Property to OAI), each Developer, and each successor hereunder, may assign its obligations under <br /> this Agreement, only with the prior written approval of the City and which approval shall not be <br /> unreasonably withheld, to a transferee in connection with a transfer of a fee interest or long-term <br /> leasehold interest in the Property or the Adjacent Property, as the case may be; provided, however, <br /> that in connection with any such transfer, such Developer and its assignee shall execute and deliver <br /> to the City a written assignment and assumption agreement in a form approved by the City <br /> Attorney, in his or her reasonable discretion. For purposes of the foregoing sentence, it shall be <br /> reasonable for the City to withhold approval of a proposed transfer if the proposed transferee <br /> cannot meet the insurance requirements set forth in this Agreement. Following any such <br /> assignment, the transferor shall be relieved of further liability hereunder with respect to obligations <br /> arising after such assignment. <br /> ATTY/AGR/2016.158/CENTRUM OWNERS ASSOCIATION-LMA <br /> REV: 06-22-161s <br /> Page 7 of 10 <br />