RecDoc 2019-047656 LMA Crossing 900

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9. PERMITS AND APPROVALS. To the extent that performance of the Maintenance Services or other Activities requires permits or governmental approvals, the Property Owner shall, at its sole cost and expense, obtain such permits and approvals. The City shall issue encroachment permits, from time to time, on the terms set forth in Section 8 above. 10. TERM. This Agreement shall commence immediately upon the Effective Date and shall continue in perpetuity until and unless terminated by the City. 11. INDEMNIFICATION. The Property Owner shall indemnify, defend and hold the City, its Council, boards, offices, commissions, agents and employees harmless from liens, claims, demands, actions, causes of action, obligations, liabilities, damages, losses, costs and expenses, including reasonable attorneys' fees (individually, "Claims" and collectively, "Claims"), which may arise from or in any manner relate to any work performed or services provided under this Agreement by the Property Owner, or the Property Owner's contractors, subcontractors, agents or employees, including, but not limited to, the performance of the Maintenance Services or other Activities. Notwithstanding the forgoing, the Property Owner shall not be obligated under this Agreement to defend and/or indemnify the City to the extent that any Claim is caused by the gross negligence or willful misconduct of the City or its agents or employees. The aforementioned indemnity shall apply regardless of whether or not the City has prepared, supplied or approved plans and/or specifications for the Improvements and regardless of whether any insurance required under this Agreement is applicable to any Claims. 12. DEFAULT. The failure to maintain the Improvements will constitute an event of default. Upon such event of default, the City shall provide written notice to the Property Owner. Upon receipt of the written notice, the Property Owner shall have thirty (30) days to remedy such event of default (or such longer period of time as may reasonably be required, provided that the Property Owner shall commence to remedy such default within thirty (30) days period and thereafter diligently prosecute such remedy to completion). If the Property Owner fails to remedy the event of default within the prescribed time period, the City shall have the right to do all work necessary to remedy the event of default and charge the Property Owner actual costs incurred by the City for such work. 13. ASSIGNMENT BY CITY. The City shall have the right at its option to assign its rights and obligations under this Agreement to a municipal services district or other public agency without consent of the Property Owner. 14. AGREEMENT ATTACBES TO LAND AND BINDS PROPERTY OWNER'S SUCCESSORS AND ASSIGNS. This Agreement pertains to and runs with the Property in perpetuity, and shall be recorded against the Property. This Agreement binds the assigns and successors -in -interest of the Property Owner, including any transferee of a fee interest in any lot located within the Property. The City and its successors and assigns, in the event of any breach of this Agreement, shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings against the Property Owner or its permitted successors and assigns to enforce the curing of such breach. 15. ASSIGNMENT BY PROPERTY OWNER. The Property Owner may assign its obligations under this Agreement only with the prior written approval of the City. In connection with any such assignment, the Property Owner and its assignee shall execute and deliver to the City a written assignment and assumption agreement in a form acceptable to the City Attorney. The Property Owner may sell and/or grant the fee interest of lots/units or common area located on the Property and to thereby transfer all of its obligations under this Agreement to its successors. Upon the sale and/or grant of a fee interest in a particular lot or common area located on the Property, Property Owner's obligations under REV: 03-21-19 PR Page 5 of 9 ATTY/AGR.2019.064/900 Middlefield Rd and 900 Jefferson Ave - LMA