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6.1.D. - Page 115 11. INDEMN�ICATION. The Developer shall indemnify, defend and hold the City, its Council, boards, offices, commissions, agents and e�nployees hartnl�ss fro�n liens, claims, demands, actians, caus�s of action, obligatioc�s, liabilities, da�nages, losses, cosis and expenses, includi��g reaso�zable at�orneys' fees(individually,"Claims"and colIectively, "Claims"),which may arise fi•o�� ot•i� ar�y manner�•elate to any wo�•k perfo�•med or set�ices p�'ovided under this Agreement by tl�e Developer, or tl�e Developer's contractors, subcontracto�•s, agents or employees, including, but not Iiinited to, tlae performanc� of the Maintenance Se�•vices o�• other Activities. Notwithstanding the forgoing, the Developer s1�all ��ot be obligated under this Agreement to defend and/o�• inde�nnify the City ta the extent that any Claim is caused by the g�•oss neglig�nce or willful misconducti of the City or its agents or employees. The afore�nentioned inde�nnity sha11 apply rega�•dless of whet[�er or not the City has prepared, supplied or approved plans and/or speci�cations for the Improvements and regardtess of whethe�• any insurance requi�•ed unde�•this Ag�•eement is applicable to any Claims, 12. DEFAULT. The failure to maintain the Impx�ove�ents will constitute an event of default. Upan sueh event af default, the City shall provide w�•itten notice to the Developer. Upon �•eceipt of the writfen notice, the Developer shatl have thirty(3Q) days �o remedy such event of defiault {or such longer period of time as anay �•easanably be required, provided that the Developer shall commence to remedy such default within thirty(30)days period and thereafte�•diligently prosecute such�•etr�edy to compietion}. If the De�velope�•£ai�s to �•emedy the event af default wit�in the prescribed time period,the City shall have the right to do all work necessary to rerr�edy the e�ant of defa�lt and cha�•ge the Develaper actual costs incurred by the City for such wa�•k. 13. ASSIGNN�NT BY CITY. The City shall have the right at its optio�i to assign its rights atad abligations under this Agreement to a municipai sejvices district or other public agency withaut consent of the Developer. 14. AGREEMENT ATTACHES TO LAND AND BINDS DEVELOPER'S SUCC�SSORS AND ASSIGNS. This Agreement pej•�ains to and ruj}s with the Property i� perpetuity, and shall be recorded against the Property. This Ag�•eement binds the assigns and successors-in-interest of the Deveioper, including aily t�•ansferee of a fee interest in any lot located within the Property. The City and its s�ecesso�•s and assigns, ir�the event of any breach of this Agi•eemen�,shall have the a•ight to ex��•cise all o�' the j•ights and ��emedies, and to maintain any acti�ns at law ar suits i� equity or other praper proceedings against the Developer or its permitted successors and assigns to enforce the cu�•ing of such breacl�. 15. ASSIGNMENT BY DEVELOPER. The Developer zz�ay assign its abJigations unde�•this Agt•eement only with the pt•io�•written approval o�the City. In connection with any such assignmsnt, ihe Deveioper and its assignee shall execute and deliver to the City a writtei� assignment and assumptian agreement in a form acceptabla to the City Attorney. The De�eloper may seIl and/or grant the fee interest of lots/�anits or common areas located on fhe Prope�ty and to thereby t�ansf�r all of its obligations u�de�� this Agt•eement to its successo�•s. Upon the sale and/or grant af a fee interest in a particular lot o�• co�nmon area lacated on the Property, Developer's obligations under this Agreement shall inure to its succ�ssor�in�interest and the Developer shalI the�•eafter be released from its obligations under tl�is Agreement with respect to such(ot or common area. lb. NOTICES. Any notices relating to this Agreement shall be given in w��itij�g and shall b� deemed sufficiently given and served fo�• all pu�poses when deiivered pea'sonally o�• by generally t•ecogni�ed overnight courier serviee, o�• five �5) days after deposit in the United States mail, ce��tified or registered,return receipt reyuested,wi�h postage p�•epaid, add�-essed as follaws: A7TYIAGRI2013.a101LANbSCAP�MAINTENANC�AGR��.M�NT aNE fNAR[NA R�V:Q1-94-13 VR Page 5 0€9