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spaces, and in connection therewith, to exact fines and penalties and/or cause vehicles to
<br />be towed away at the vehicle owner's expense in accordance with applicable parking
<br />ordinances; and
<br />iii. Exclude specific person or persons who may have committed or be suspected of
<br />committing any improper, undesirable or criminal conduct or for any other reasons
<br />whatsoever except and to the extent prohibited by law.
<br />6. Binding Effect and Recordation.
<br />a. This Agreement and the conditions herein run with the land and shall be binding on and
<br />inure to the benefit of the Parties hereto, and each of their permitted successors, heirs, executors,
<br />administrators, successors, assigns, employees, agents, and representatives, and shall be binding
<br />upon all successor owners, lessees and mortgages of the Fontwerth Property and the Fontana
<br />Property, and inure to the benefit of all successor owners of those Properties and their mortgages.
<br />b. This Agreement shall be kept on file in Redwood City's files associated with the
<br />Architectural Permit (AP2020-020) and shall be recorded on the titles of the Properties.
<br />7. Representations.
<br />a. The Parties understand and agree that if for any reason the shared ingress, egress,
<br />circulation and/or parking access, or any portion thereof, provided for hereunder is no longer
<br />available for use by the other Party, the Project will be in violation of the Architectural Permit
<br />(AP2020-020) and Redwood City Municipal Code requirements. The Parties will be required to
<br />reduce or cease operation and use of the Properties to an intensity approved by the City in order
<br />to bring the Property(ies) into conformance with applicable requirements.
<br />b. Each Party further understands and agrees that the City is an intended third -party
<br />beneficiary of this Agreement and may invoke any remedy provided for under state or local law
<br />or in equity to enforce such violation and to waive any right to contest enforcement of the City's
<br />Architectural Permit (AP2020-020) and Redwood City Municipal Code requirements in this
<br />manner should a violation occur. All of the remedies permitted or available to the City shall be
<br />cumulative and not alternative, and invocation of any such right or remedy shall not constitute a
<br />waiver or election of remedies with respect to any other permitted or available right or remedy.
<br />C. Although a Party may have recourse against the other Party for breach of this Agreement,
<br />in no circumstance shall the City be obligated by this Agreement to remedy such breach.
<br />d. Each Party agrees to indemnify, defend, and hold harmless (without limit as to amount)
<br />the City and its elected officials, officers, employees and agents in their official capacities
<br />(hereinafter collectively referred to as "City Indemnitees"), and any of them, from and against
<br />all loss, all risk of loss and all damage (including expense) sustained or incurred because of or by
<br />reason of any and all claims, demands, suits, actions, judgments and executions for damages of
<br />any and every kind and by whomever and whenever made or obtained, allegedly caused by,
<br />arising out of or relating in any manner to the Project and/or the Party's performance or non-
<br />performance under this Agreement, and shall protect and defend the City Indemnitees, and any of
<br />them with respect thereto, except to the extent arising from the sole negligence or willful
<br />misconduct of the City Indemnitees. The provisions of this Section shall survive expiration or
<br />other termination of this Agreement, and the provisions of this Section shall remain in full force
<br />and effect.
<br />8. Notices. All notices or communications required or permitted under this Agreement or by
<br />law shall, unless otherwise provided in this Agreement, be in writing, shall be personally delivered, sent
<br />by reputable overnight courier or express mail, return receipt requested, and deposited in the United
<br />States mail with postage prepaid, addressed to the parties as set forth below. Notices given by hand, or
<br />REV: 01-09-25 VR
<br />ATTY/AGR.2026,003/Fontana Enterprises LLC (976-980 Woodside) (Page 4 of 11)
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