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and expense, obtain such permits and approvals. The City shall issue encroachment permits, from time to
<br />time, on the terms 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. Following such termination, a written
<br />document shall be recorded by City in the Official Records of San Mateo County terminating this
<br />Agreement and releasing all of the Property.
<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 reasonable
<br />attorneys' fees (individually, "Claims" and collectively, "Claims"), which may arise from or in any manner
<br />relate to any work performed or services provided tinder this Agreement by the Developer, or the
<br />Developer's contractors, subcontractors, agents or employees, including, but not limited to, the performance
<br />of the Maintenance Services or other Activities. Notwithstanding the forgoing, the Developer shalt not be
<br />obligated under this Agreement to defend and/or indemnify the City to the extent that any Claim is caused
<br />by the gross negligence or willful misconduct of the City or its agents or employees. The aforementioned
<br />indemnity shall apply regardless of whether or not the City has prepared, supplied or approved plans and/or
<br />specifications for the Improvements and regardless of whether any insurance required under this Agreement
<br />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 such
<br />default within thirty (30) days period and thereafter diligently prosecute such remedy to completion). If the
<br />Developer fails to remedy the event of default within the prescribed time period, the City shall have the
<br />right to do 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 rights
<br />and obligations under this Agreement to a municipal services district or other public agency without consent
<br />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 recorded
<br />against the Property. This Agreement binds the assigns and successors -in -interest of the Developer,
<br />including any transferee of a fee interest in the Property. The City and its successors and assigns, in the
<br />event of any breach of this Agreement, shall have the right to exercise all of the rights and remedies, and to
<br />maintain any actions at law or suits in equity or other proper proceedings against the Developer or its
<br />permitted successors and assigns to enforce the curing of such breach.
<br />15. ASSIGNMENT BY DEVELOPER. The Developer may assign its obligations tinder 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 recognized
<br />overnight courier service, or five (5) days after deposit in the United States mail, certified or registered,
<br />return receipt requested, with postage prepaid, addressed as follows:
<br />ATTY/AGR/2019.060/MP BRADFORD ASSOCIATES, L.P. - LMA
<br />REV: 03-20-19 PR
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