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10. PERMITS AND APPROVALS. To the e�ent that performance of the Maintenance
<br /> Services or other Activities requires permits or governmental 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 terms set forth 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 harmless 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 work performed or services provided under this Ageement by the Developer, or the
<br /> Developer's contractors,subcontractors,agents or employees,including,but not limited to,the performance
<br /> of the Maintenance Services ar other Activities. Notwithstanding the fargoing,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 goss negligence or willful misconduct of the City or its agents or employees. The afarementioned
<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 Ageement
<br /> is applicable to any Claims.
<br /> 13. DEFAULT. The failure to maintain the Improvements will constitute 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 work necessary to remedy the event of default and charge the Developer actual costs incurred
<br /> by the City for such work.
<br /> 14. 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 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 Property, ar 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 ha�e the right to exercise a11 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 permitted successors and assigns to enforce
<br /> the curing of such breach.
<br /> 16. ASSIGNMENT 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 assignment agreement attached hereto as Exhibit C. Upon such successor assuming all
<br /> obligations and agreeing to be bound by this Agreement, such party shall constitute the "Developer"
<br /> hereunder and all predecessors-in-interest to such party shall be fully relieved of the obligations hereunder
<br /> ATTY/AGR/2013.219/LANDSCAPE MAINT AGR 601 MAIN STREET
<br /> REV:11-12-13 VR
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