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5.3 Maintenance Requirement .
<br />(a) The Owner agrees, for the entire Term of this Agreement, to maintain the
<br />Development in good repair and working order, reasonable wear and tear excepted, and in a safe
<br />and sanitary condition, and from time to time shall make all necessary repairs, renewals and
<br />replacements to keep the Development in a good, clean, safe and sanitary condition in accordance
<br />with all applicable laws, rules, ordinances, orders and regulations of all federal, state, county,
<br />municipal, and other governmental agencies and bodies having or claiming jurisdiction.
<br />(b) In the event that the Owner breaches any of the covenants contained in
<br />this Section, and such default continues for a period of seven (7) days after written notice from the
<br />City with respect to graffiti, debris, waste material, and general maintenance or thirty (30) days
<br />after written notice from the City with respect to landscaping and building improvements, then the
<br />City, in addition to whatever other remedy it may have at law or in equity, shall have the right to
<br />enter upon the Development and perform or cause to be performed all such acts and work necessary
<br />to cure the default. Pursuant to such right of entry, the City shall be permitted (but is not required)
<br />to enter upon the Development and perform all acts and work necessary to protect, maintain, and
<br />preserve the Improvements and landscaped areas on the Development, and to attach a lien on the
<br />Development, or to assess the Development, in the amount of the expenditures arising from such
<br />acts and work of protection, maintenance, and preservation by the City and/or costs of such cure,
<br />including a ten percent (10%) administrative charge, which amount shall be promptly paid by the
<br />Owner to the City upon demand.
<br />ARTICLE 6.
<br />MISCELLANEOUS
<br />6.1 Term. The provisions of this Agreement shall apply to the Development for the
<br />entire Term. This Agreement shall bind any successor, heir, or assign of the Owner, whether a
<br />change in interest occurs voluntarily or involuntarily, by operation of law or otherwise, except as
<br />expressly released by the City.
<br />6.2 Indemnification.
<br />(a) To the full extent permitted by law, Owner shall indemnify, defend at its
<br />own expense, and hold the City and its elected officials, officers, employees an agents in their
<br />official capacity (collectively "Indemnitees") harmless against any and all damages, deficiencies,
<br />claims, suits, actions, judgments, settlements, interest, awards, penalties, fines, costs, losses, and
<br />liability of every kind, nature and description made against it and expenses (including reasonable
<br />attorneys' fees) which arise out of or in connection with this Agreement, including but not limited to
<br />construction, marketing and operation of the Development, except to the extent such claim arises
<br />from the grossly negligent or willful misconduct of the City or Indemnitees. Owner shall notify the
<br />City immediately in writing of any claim or damage related to activities performed under this
<br />Agreement. The Parties shall cooperate with each other in the investigation and disposition of any
<br />claim arising out of the activities under this Agreement, provided that nothing shall require either
<br />Party to disclose any documents, records or communications that are protected under the attorney-
<br />client privilege or attorney work product privilege.
<br />REV: 04-03-25 LF
<br />ATTY/AGR.2025.060/112 Vera Ave., L.P. (REGULATORY AGREEMENT & RESTRICTIVE COVENANTS) (Page 14 of 22)
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