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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 notice, 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 j <br /> consent of the Developer. <br /> 14. AGREEMENT ATTACHES TO LAND AND BINDS DEVELOPERS SUCCESSORS <br /> AND ASSIGNS. 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 the Property. The City and its successors and <br /> assigns, in the event of any breach of this Agreement, shall have the right to exercise all of the rights and <br /> remedies, and to maintain any actions at law or suits in equity or other proper proceedings against the <br /> Developer or its permitted successors and assigns to enforce the curing of such 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 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 /> To the Developer: C&H Holding Company, LLC <br /> 5 Estates Dr. <br /> Millbrae, CA 94030 <br /> Attn: Christopher Hsiung <br /> To the City: City of Redwood City <br /> 1017 Middlefield Road <br /> Redwood City, California 94063 <br /> Attn: City Manager <br /> With a copy to: City of Redwood City <br /> 1017 Middlefield Road <br /> Redwood City, California 94063 <br /> Attn: City Attorney <br /> ATTY/AGR/2016.257/C&H HOLDING COMPANY, LLC - LMA <br /> REV: 09-15-16 VR <br /> Page 5of7 <br />