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under this Agreement to defend and/or indemnify City to the extent that any Claim is <br />caused by the gross negligence or willful misconduct of City or its agents or employees. <br />The aforementioned indemnity will apply regardless of whether or not City has prepared, <br />supplied or approved plans and/or specifications for the Improvements and regardless of <br />whether any insurance required under this Agreement is applicable to any Claims. This <br />Section 11 will survive termination of this Agreement. <br />12. Default. The failure to maintain the Improvements will constitute an event <br />of default. Upon such event of default, City will provide written notice to Developer. Upon <br />receipt of the written notice, Developer will have thirty (30) days to remedy such event of <br />default (or such longer period of time as may reasonably be required, as determined by <br />City, provided that Developer will commence to remedy such default within thirty (30) <br />days period and thereafter diligently prosecute such remedy to completion). If Developer <br />fails to remedy the event of default within the prescribed time period, City will have the <br />right to do all work necessary to remedy the event of default and charge Developer <br />pursuant to the terms of Section 6 (City's Right to Perform Maintenance, Formation of <br />Special District). <br />13. Natives. Any notices relating to this Agreement will be given in writing and <br />will be deemed sufficiently given and served for all purposes when delivered personally <br />or by generally recognized overnight courier service, or five (5) days after deposit in the <br />United States mail, certified or registered, return receipt requested, with postage prepaid, <br />addressed as follows: <br />To Developer: GS HIP 1304 ECR, LP <br />450 Sansome St., Suite 500 <br />San Francisco, CA 94111 <br />Attn: Jonathan Fearn <br />To City: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, California 94063 <br />Attn: City Manager <br />With a copy to: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, California 94063 <br />Attn: City Attorney <br />14. Assignment by Developer. Developer may assign its obligations under this <br />Agreement only with the prior written approval of City. In connection with any such <br />assignment, Developer and its assignee will execute and deliver to City a written <br />assignment and assumption agreement in a form acceptable to City Attorney. Developer <br />may sell and/or grant the fee interest of lots/units or common area located on the Property <br />and thereby transfer all of its obligations under this Agreement to its successors. Upon <br />the sale and/or grant of a fee interest in a particular lot or common area located on the <br />Property, Developer's obligations under this Agreement will inure to its successor -in - <br />REV: 08-16-2021 SK <br />ATTY/AGR.2021.218/South Main (Page 7 of 12) <br />