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cost and expense, obtain such permits and approvals. The City shall issue encroachment permits, from <br />time to time, on the temps set forth in Section 8 above. <br />10. TERM. This Agreement shall commence immediately upon the Effective Date and shall <br />continue in perpetuity until and unless terminated by the City. <br />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, including any transferee of a fee interest in any parcel located within the Property. The City <br />and its successors and assigns, in the event of any breach of this Agreement, shall have the right to <br />exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper <br />proceedings against the Developer or its permitted successors and assigns to enforce the curing of such <br />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. The Developer may sell and/or grant the fee interest <br />of lots /units or common area located on the Property and to thereby transfer all of its obligations under <br />this Agreement to its successors. Upon the sale and/or grant of a fee interest in a particular lot or <br />common area located on the Property, Developer's obligations under this Agreement shall inure to its <br />successor -in- interest and the Developer shall thereafter be released from its obligations under this <br />Agreement with respect to such lot or common area. <br />��ra4:at�itiu. <br />Page 5 of 9 <br />ATTY /AGR.2018.193 /Kaiser M082 - LMA <br />