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7.1 .D. - Page 33
<br /> 10. PERniIITS AND APPROVALS. To the extent that performance of the Maintenance
<br /> Services or other Activities requires permits or governxnental approvals,the Developer shall,at its sole cost
<br /> and expense, obtain such permits and approvals. The City shall issue encroachment permits,from time to
<br /> time, on the terxns setforth in Section 8 above.
<br /> 11. TERM. This Agreement shall commence immediately upon the Effective Date and shall
<br /> continue in perpetuity until and unless terminated by the City.
<br /> 12. INDEMNIFICATION. The Developer shall indemnify, defend and hold the City, its
<br /> Council, boards, offices, commissions, agents and employees harxnless from liens, claims, demands,
<br /> actions, causes of action, obligations,liabilities, damages, losses, costs and expenses, including reasonable
<br /> attorneys'fees (individually, "Claims"and collectively,"Claims'�,which may arise from or in any manner
<br /> relate to any wark perforxned or services provided under this Agreement by the Developer, ar the
<br /> Developer's contractors,subcontractors,agents or employees,including,but not limited to,the perforxnance
<br /> of the Maintenance Services or other Activities. Notwithstanding the forgoing, the Developer 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 and/or
<br /> specifications for the Improvements and regardless of whether any insurance required under this Agreement
<br /> is applicable to any Claims.
<br /> 13. DEFAiJLT. The failure to maintain the Ixnprovements will constibxte an event of default
<br /> Upon such event of default, the City shall provide written notice to the Developer. Upon receipt of the
<br /> written notice, the Developer shall have thirty (30) days to remedy such event of default(or such longer
<br /> period of time as may reasonably be required,provided that the Developer shall commence to remedy such
<br /> default within thirty(30) days period and thereafter diligently prosecute such remedy to completion).If the
<br /> Developer fails to remedy the event of default within the prescribed time period, the City shall have the
<br /> right to do all wark necessary to remedy the event of default and charge the Developer actual costs incurred
<br /> by the City for such work.
<br /> 14. ASSIGNNIENT BY CITY. The City shall have the right at its option to assign its rights
<br /> and obligations under this Agreementto a municipal services district or other public agency without consent
<br /> of the Developer.
<br /> 15. AGREEMENT ATTACHES TO LAND AND BINDS DEVELOPER'S SUCCESSORS
<br /> AND 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 Developer,
<br /> including any transferee of a fee interest in the Properly, or any future lots or units that may be located
<br /> within the Property. The City and its successors and assigns, in the event of any breach of this Agreement,
<br /> shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in
<br /> equity or other proper proceedings against the Developer or its perxnitted successors and assigns to enforce
<br /> the curing of such breach.
<br /> 16. ASSIGNNIENT BY DEVELOPER. Developer covenants,for itself and its successors and
<br /> assigns,not to sell,transfer,assign or otherwise dispose of ownership of the Property,unless the prospective
<br /> purchaser,transferee or assignee expressly promises in writing to be bound by all of the provisions hereof,
<br /> including the covenant in this Section 16 to require successors to expressly assume the obligations herein
<br /> in the form of the assignxnent agreement attached hereto as Exhibit C. Upon such successor assuming all
<br /> obligations and agreeing to be bound by this Agreement, such parly shall constibxte the "Developer"
<br /> hereunder and all predecessors-in-interest to such party shall be fully relieved of the obligations hereunder
<br /> ATN/AGR/2013.219/LANDSCAPE MAINTAGR 601 MAIN STREET
<br /> REV: 11-12-13 VR
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