RecDoc 2021-066491 CONF 120 ECR LMA

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assumed by Developer under the terms of this Agreement, including, but not limited to, the provisions of subsection (a) above. In the event that Developer's insurance is cancelled, Developer will provide replacement coverage or all work must cease as of the cancellation date until replacement insurance coverage is provided. 9. PERMITS AND APPROVALS. To the extent that performance of the Maintenance Services or other Activities requires permits or governmental approvals, Developer will, at its sole cost and expense, obtain such permits and approvals. City will issue encroachment permits, from time to time, on the terms set forth in Section 8 above. 10. TERM. This Agreement will commence immediately upon the Effective Date and will continue in perpetuity until and unless terminated by City. 11. INDEMNIFICATION. Developer will indemnify, defend and hold 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 Developer, or Developer's contractors, subcontractors, agents or employees, including, but not limited to, the performance of the Maintenance Services or other Activities. Notwithstanding the forgoing, Developer will not be obligated under this Agreement to defend and/or indemnify City to the extent that any Claim is caused by the gross negligence or willful misconduct of City or its agents or employees. The aforementioned indemnity will apply regardless of whether or not 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. This Section 11 will survive termination of this Agreement. 12. DEFAULT. The failure to maintain the Improvements will constitute an event of default. Upon such event of default, City will provide written notice to Developer. Upon receipt of the written notice, Developer will have thirty (30) days to remedy such event of default (or such longer period of time as may reasonably be required, as determined by City, provided that Developer will commence to remedy such default within thirty (30) days period and thereafter diligently prosecute such remedy to completion). If Developer fails to remedy the event of default within the prescribed time period, City will have the right to do all work necessary to remedy the event of default and charge Developer pursuant to the terms of Section 6, above. 13. ASSIGNMENT BY CITY. City may assign its rights and obligations under this Agreement to a municipal services district or other public agency without Developer's consent. 14. AGREEMENT ATTACHES TO LAND AND BINDS DEVELOPER'S SUCCESSORS AND ASSIGNS. This Agreement pertains to and runs with the Property in perpetuity, and will be recorded against the Property at Developer's expense. This REV: 12-16-2020 PR ATTWAGR.2020.300/One20th, LLC (120 EI Camino Real LMA) (Page 7 of 12)