RecDoc 2019-100544 450 Maple St.

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Developer 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 Developer. Upon receipt of the written notice, the Developer 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 Developer shall commence to remedy such default within thirty (30) days period and thereafter diligently prosecute such remedy to completion). If the Developer 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 Developer 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 Developer. 14. AGREEMENT ATTACHES TO LAND AND BINDS DEVELOPER'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 Developer, including any transferee of a fee interest in any portion of 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 Developer or its permitted successors and assigns to enforce the curing of such breach. 15. ASSIGNMENT BY DEVELOPER. Developer covenants, for itself and its successors and assigns, not to sell, transfer, assign or otherwise dispose of ownership of the Property, unless the prospective purchaser, transferee or assignee expressly promises in writing to be bound by all of the provisions hereof, including the covenant in this Section 15 to require successors to expressly assume the obligations herein in the form of the assignment agreement attached hereto as Exhibit C. Upon such successor assuming all obligations and agreeing to be bound by this Agreement, such party shall constitute the "Developer" hereunder and all predecessors -in -interest to such party shall be fully relieved of the obligations hereunder and shall have no liability for any default or failure to perform occurring from and after the date of such assignment and assumption. Subsequent to execution of such assignment agreement, Developer shall transmit one fully executed copy to the City. 16. NOTICES. Any notices relating to this Agreement shall be given in writing and shall be deemed sufficiently given and served for all purposes when delivered personally or by generally recognized overnight courier service, or five (5) days after deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, addressed as follows: To the Developer: Mark Roberts 5a S B�y.r-r 4 s;.>> #26� ?.I-. 6r CA 1)43o1 With a copy to: Jorgenson, Siegel, McClure & Flegel LLP 1100 Alma Street, Suite 210 Menlo Park, CA 94025 Attn:Dan K. Siegel REV: 07-16-18 PR Page 5 of 11 ATTY/AGR.2018.156/LMA - 450 Maple, LLC