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performing Maintenance Services or other Activities until the certificates or any substitute certificates <br /> have been approved by the City's Risk Manager. <br /> 9. PERMITS AND APPROVALS. To the extent that performance of the Maintenance <br /> Services or other Activities requires permits or governmental approvals, the Developer shall, at its sole <br /> cost and expense, obtain such permits and approvals. The City shall issue encroachment permits, from <br /> time to time, on the terms set forth in Section 8 above. <br /> 10. TERM. This Agreement shall commence immediately upon the Effective Date and shall <br /> continue in perpetuity until and unless ternunated by the City. <br /> 11. 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 <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 Developer,or <br /> the Developer's contractors, subcontractors, agents or employees, including, but not limited to, the <br /> performance of the Maintenance Services or other Activities. Notwithstanding the forgoing, the <br /> Developer shall not be obligated under this Agreement to defend andlor indemnify the City to the extent <br /> that any Claim is caused by the gross negligence or willful misconduct of the City or its agents or <br /> employees. The aforementioned indemnity shall apply regardless of whether or not the City has prepared, <br /> supplied or approved plans and/or specifications for the Improvements and regardless of whether any <br /> insurance required under this Agreement is applicable to any Claims. <br /> 12. 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 <br /> such default within thirty(30)days period and thereafter diligently prosecute such remedy to completion). <br /> If the Developer fails to remedy the event of default within the prescribed time period,the City shall have <br /> the right to do all work necessary to remedy the event of default and charge the Developer actual costs <br /> incurred by the City for such work. <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 or other public agency without <br /> consent of the Developer. <br /> 14. 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 <br /> recorded against the Property. This Agreement binds the assigns and successors-in-interest of the <br /> Developer, including any transferee of a fee interest in any lot located within the Property. 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 Developer or its permitted successors and assigns to enforce the curing of such <br /> breach. <br /> 15. ASSIGNMENT BY DEVELOPER. The Developer may assign its obligations under this <br /> Agreement only with the prior written approval of the City. In connection with any such assignment,the <br /> Developer and its assignee shall execute and deliver to the City a written assignment and assumption <br /> agreement in a form acceptable to the City Attorney. The Developer may sell and/or grant the fee interest <br /> of lots/units or common areas located on the Property and to thereby transfer all of its obligations under <br /> ATTY/AGR/2013.048/LANDSCAPE MAINTENANCE AGREEMENT-ONE MARINA-BAIR ISLAND RD PHASE 2 <br /> REV:04-02-13 VR <br /> Page 5 of 9 <br />