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11. INDEMNIFICATION. The Developer shall indemnify, defend and hold the City, its <br />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 Developer, or <br />the Developer's contractors, subcontractors, agents or employees, including, but not limited to, the <br />performance of the Maintenance Services or other Activities. Notwithstanding the forgoing, the <br />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 <br />consent of the Developer. <br />14. AGREEMENT ATTACHES TO LAND AND BINDS DEVELOPER'S 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. The City and its successors and assigns, in the event of any breach of this Agreement, shall <br />have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in <br />equity or other proper proceedings against the Developer or its permitted successors and assigns to <br />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 which may not be unreasonably withheld. In <br />connection with any such assignment, the Developer and its assignee shall execute and deliver to the City <br />a written 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 />To the Lessee: Lane —Broadway, LLC <br />644 Menlo Ave., 2"a Floor <br />Menlo Park, CA 94025 <br />Attn: Scott Smithers <br />REV: 08.31-17 PR <br />Page 5 of 10 <br />ATTY/AGR.2017.192/Lane - Broadway, LLC - LMA <br />