AgdaPkt 2012-06-25 - Laserfiche WebLink

Browse Search

6.1.1. - Page 29 11. INDEMNI�'ICATION. The Develaper shall indemnify, defend and hold the City, its Counci(, boards, offices, cammissians, agents ar�d eznployees harn�aless frotn liens, clai�ns, dema�ds, aetions, causes of action, obligations, liabilities, damages, losses, costs and expenses, including reasonable aito�eys' fees(individually,"Claims"and collectively,"Claims"),which rnay arise ft�om or iri any manner relate to any work performed or serviees provided under this Agree�nent by the Developer, or the Developer's contractors, subcontractors, ag�nts or employees, including, but not limited to, �he perfor�ance of the Maintenance Services or other Activities. Notwithstanding tha forgoing, tl�e Developer shall no�be obligated under tl�is Agreement to defend and/or indemnify the City to the extent t�at any Ciaim is caused by the negligence or willful rnisconduct of the City or its agents or employees, The aforementioned indemnity shall apply regardless of whetl�er or not the City has prepared, supplied or approved plans and/or specifcations for the Impravements and regardless of whether any insurance req�ired under this Agree�nent is applicable to a�y Clain:�s. 12. DEFALTLT. The failure to maintain the Impror�ements wiil co�stiitut�an event of default. Upon such event of default, tlae City shall pravide written notice to the Developer. Upon receipt of the written �otice, the Developer shall ha�ue thirty (30) days to remedy such event of default{or such longer period of time as may reasonably be required, provided that the Developer shall commence to remedy such default within thirty(30)days period and thereafter diligentl�prosec�ta such ramedy to completion). If the Developer fails to remedy the event of default within the prescribed time period,the City shal�have t�e right to do ail work necessary to remedy the event of defauit and charge the Deveioper actual costs incui�'ed by the City for such work. 13. ASS�GNMENT BY CITY. The City sha11 have the right at its option to assigr�i�s rights and obligations under this Agreement to a municipal se�vices district or other public agency wi�hout consant of the Developer. 14. AGREEMENT ATTACHES TO LAND AND BINDS DEVELOPER'S SUCCESSORS AND ASSTGNS. T�ais Agree�ent pertains to and runs with the Property ir� perpatuiTy, and shall be recorded against the Property. This Agreement binds the assigns and s�ccessors�in-interest of the Deve�oper, inciuding any transferae of a fee i►�terest in an� lot looated within 201 Marshall Slree�. The City and its successors and assigns, in the event of any breach of this Agreement, shall have the right ta exercise all of th�rights and remedies,and to mai�tain any actions at law or suits in equity or othej•proper proceeciings against the Developer or its permitted successars and assigns to enforce the curing of snch breach. 15. ASSIGNMENT BY DEVELOPER. The Developer may assign its obligations u�der this Agresment only with the prior written approval of tha City. In connection with any such assignment,the Developer and its assignee shall execute and deliver to the City a written assignment and assumption , agreement in a form acceptable to the City Attorney. 16. NOTYCES. Any notices relating to this Agree�ent shali be given in writing and shall be deenaed suf�'iciently given and served for ali purposes vvhen deiivered personally or by generall� recognized ove�night courier service, ar five (5) days after deposit in the United States mail, certified or registered,return receipt requested,with postage prepaid, addressed as follows: To the Developei: Raintree 201 Marshall LLC 2&202 Cabot Road, Suite 300 Laguna Niguel, CA 92677 Attn: Jeffrey B.A11en ATTYIAGW2012.06811ANDSCAPE MAINTENANCE AGFZEEMEN7 20'� MARSHALL R�V:a6-04-'t2 VR Pege 5 of 9