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i <br /> 11. INDEMNIFICATION. The Owner shall indemnify, defend and hold the City, its <br /> Council, boards, offices, commissions, agents and employees harmless from liens, claims, demands, <br /> actions, causes of action, obligations, liabilities, damages, losses, costs and expenses, including <br /> reasonable attorneys' fees(individually,"Claims"and collectively,"Claims"),which may arise from or in <br /> any manner relate to any work performed or services provided under this Agreement by the Owner, or the <br /> Owner's contractors, subcontractors, agents or employees, including, but not limited to, the performance <br /> of the Maintenance Services ar other Activities. Notwithstanding the forgoing, the Owner shall not be <br /> obligated under this Agreement to defend and/or indemnify the City to the extent that any Claim is caused <br /> by the gross negligence or willful misconduct of the City or its agents or employees. The aforementioned <br /> indemnity shall apply regardless of whether or not the City has prepared, supplied or approved plans <br /> and/or specifications for the Improvements and regardless of whether any insurance required under this <br /> Agreement is applicable to any Claims. <br /> 12. DEFAULT. The failure to maintain the Improvements within the Maintenance Area will <br /> constitute an event of default. Upon such event of defauit, the City shall provide written notice to the <br /> Owner. Upon receipt of the written notice,the Owner shall have thirty (30)days to remedy such event of <br /> default (or such longer period of time as may reasonably be required, provided that the Owner shall <br /> commence to remedy such default within thirty (30) days period and thereafter diligently prosecute such <br /> remedy to completion). If the Owner fails to remedy the event of default within the prescribed time <br /> period,the City shall have the right to do all work necessary to remedy the event of default and charge the <br /> Owner actual costs incurred by the City for such wark. <br /> 13. ASSIGNMENT BY CITY. The City shall have the right at its option to assign its rights <br /> and obligations under this Agreement to a municipal services district ar other public agency without <br /> consent of the Owner. <br /> 14. AGREEMENT ATTACHES TO LAND AND BINDS OWNER'S SUCCESSORS AND <br /> ASSIGNS. This Agreement pertains to and runs with the Property in perpetuity, and shall be recorded <br /> against the Property. This Agreement binds the assigns and successors-in-interest of the Owner, <br /> including any transferee of a fee interest in any lot located within 640 Veterans Boulevard. The City and <br /> its successors and assigns, in the event of any breach of this Agreement, shall have the right to exercise all <br /> of the rights and remedies, and to maintain any actions at law or suits in equity or other proper <br /> proceedings against the Owner or its permitted successors and assigns to enforce the curing of such <br /> breach. <br /> 15. ASSIGNMENT BY OWNER. The Owner may assign its obligations under this <br /> Agreement only with the prior written approval of the City, which approval shall not be unreasonably <br /> withheld or delayed. In connection with any such assignment, the Owner and its assignee shall execute <br /> and deliver to the City a written assignment and assumption agreement in a form acceptable to the City <br /> Attorney. Any assignment and assumption agreement entered into pursuant to this Section 2 shall be <br /> recorded in the San Mateo County Recorder's Office. In addition, when ownership of the Property is <br /> legally transferred to another person or entity,the Property Owner shall provide to the City at least one of <br /> the following: <br /> a. Written conditions in the sales or lease agreement requiring the buyer or successor to <br /> assume Owner's obligations hereunder, which conditions, in the case of purchase and sale agreements, <br /> shall be written to survive beyond the close of escrow; or <br /> b. Written text in project conditions, covenants and restrictions (CC&Rs) for residential <br /> properties assigning the Owner's responsibilities under this Agreement to the home owners association; <br /> or <br /> ATTY/AGR/2013.006/640 VETERANS LANDSCAPE MAINTENANCE AGREEMENT <br /> REV:01-08-13 VR <br /> Page 5 of 10 <br />