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10. TERM. This Agreement shall commence immediately upon the Effective Date and shall
<br /> continue in perpetuity until and unless terminated by the City or if the Improvements are permanently
<br /> removed by the City or under authorization from the City.
<br /> 11 . INDEMNIFICATION. The Property Owner shall indemnify, defend and hold the City,
<br /> its 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 Property
<br /> Owner, or the Property Owner's contractors, subcontractors, agents or employees, including, but not
<br /> limited to, the performance of the Maintenance Services or other Activities. Notwithstanding the
<br /> forgoing, the Property Owner shall not be obligated under this Agreement to defend and/or indemnify the
<br /> City to the extent that any Claim is caused by the gross negligence or willful misconduct of the City or its
<br /> agents or employees. The aforementioned indemnity shall apply regardless of whether or not the City has
<br /> prepared, supplied or approved plans and/or specifications for the Improvements and regardless of
<br /> whether any 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 Property Owner. Upon receipt of
<br /> the written notice, the Property Owner shall have thirty (30) days to remedy such event of default (or such
<br /> longer period of time as may reasonably be required, provided that the Property Owner shall commence
<br /> to remedy such default within thirty (30) days period and thereafter diligently prosecute such remedy to
<br /> completion). If the Property Owner fails to remedy the event of default within the prescribed time period,
<br /> the City shall have the right to do all work necessary to remedy the event of default and charge the
<br /> Property Owner actual costs 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 Property Owner.
<br /> 14. AGREEMENT ATTACHES TO LAND AND BINDS PROPERTY OWNER'S
<br /> SUCCESSORS AND ASSIGNS. This Agreement pertains to and runs with the Property, and shall be
<br /> recorded against the Property. This Agreement binds the assigns and successors-in-interest of the
<br /> Property Owner, including any transferee of a fee interest in portion of the Property. The City and its
<br /> successors and assigns, in the event of any breach of this Agreement, shall have the right to exercise all of
<br /> the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings
<br /> against the Property Owner or its permitted successors and assigns to enforce the curing of such breach.
<br /> Upon transfer of fee title, the former owner of the Property shall be released from all ongoing
<br /> responsibilities and obligations and from all liabilities arising after the date of the property transfer,
<br /> 15. ASSIGNMENT BY PROPERTY OWNER. The Property Owner may assign its
<br /> obligations under this Agreement to another person only with the prior written approval of the City,
<br /> which such approval shall not be unreasonably withheld, conditioned or delayed. In connection with any
<br /> such assignment, the Property Owner and its assignee shall execute and deliver to the City a written
<br /> assignment and assumption agreement in a form acceptable to the City Attorney.
<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 /> REV: O8-23-16 VR
<br /> Page 5 of 8
<br /> ATTY/AGR.2016.230/849 Veterans RWC, LLC - LMA
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