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10. TERM. This Agreement will commence immediately upon the Effective <br />Date and will continue in perpetuity until and unless terminated by City. <br />11. INDEMNIFICATION. Developer will indemnify, defend and hold City, its <br />Council, boards, offices, commissions, agents and employees harmless from liens, <br />claims, demands, actions, causes of action, obligations, liabilities, damages, losses, costs <br />and expenses, including reasonable attorneys' fees (individually, "Claims" and <br />collectively, "Claims'), which may arise from or in any manner relate to any work <br />performed or services provided under this Agreement by Developer, or Developer's <br />contractors, subcontractors, agents or employees, including, but not limited to, the <br />performance of the Maintenance Services or other Activities. Notwithstanding the <br />forgoing, Developer will not be obligated under this Agreement to defend and/or indemnify <br />City to the extent that any Claim is caused by the gross negligence or willful misconduct <br />of City or its agents or employees. The aforementioned indemnity will apply regardless <br />of whether or not City has prepared, supplied or approved plans and/or specifications for <br />the Improvements and regardless of whether any insurance required under this <br />Agreement is applicable to any Claims. This Section 11 will survive termination of this <br />Agreement. <br />12. DEFAULT. The failure to maintain the Improvements will constitute an <br />event of default. Upon such event of default, City will provide written notice to Developer. <br />Upon receipt of the written notice, Developer will have thirty (30) days to remedy such <br />event of default (or such longer period of time as may reasonably be required, as <br />determined by City, provided that Developer will commence to remedy such default within <br />thirty (30) days period and thereafter diligently prosecute such remedy to completion). If <br />Developer fails to remedy the event of default within the prescribed time period, City will <br />have the right to do all work necessary to remedy the event of default and charge <br />Developer pursuant to the terms of Section 6, above. <br />13. ASSIGNMENT BY CITY. City may assign its rights and obligations under <br />this Agreement to a municipal services district or other public agency without Developer's <br />consent. <br />14. AGREEMENT ATTACHES TO LAND AND BINDS DEVELOPER'S <br />SUCCESSORS AND ASSIGNS. This Agreement pertains to and runs with the Property <br />in perpetuity, and will be recorded against the Property at Developer's expense. This <br />Agreement binds the assigns and successors -in -interest of Developer, including any <br />transferee of a fee interest in the Property. City and its successors and assigns, in the <br />event of any breach of this Agreement, will have the right to exercise all of the rights and <br />remedies, and to maintain any actions at law or suits in equity or other proper proceedings <br />against Developer or its permitted successors and assigns to enforce the curing of such <br />breach. <br />15. ASSIGNMENT BY DEVELOPER. Developer covenants, for itself and its <br />successors and assigns, not to sell, transfer or otherwise dispose of ownership of the <br />Property, unless the prospective purchaser, transferee or assignee expressly promises <br />in writing to be bound by all of the provisions hereof, including the covenant in this Section <br />REV: 02-18-2020 PR <br />Dcra i qr P02y.0 Ppr,,20� 03o6921rftpge. 1�f 14 <br />