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cancellation, major change in coverage, or expiration may be affected by the insurance company or the <br /> insured during the time of performa.nce of the Maintenance Services and other Activities, without first <br /> giving to the City thirty(30)days'written notice prior to the effective date of such cancellation or change <br /> in coverage. The Developer shall not permit any contractor or subcontractor to commence or continue <br /> performing Maintenance Services or other Activities until the certificates or any substitute certificates <br /> have been approved by the City's Risk Manager in its reasonable discretion. <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 pernuts and approvals. The City shall issue encroachment pernuts, 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 terminated by the City. <br /> 1l. INUEMNIFICATION. 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 attomeys' 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 coniractors, 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 and opporiunity to cure. <br /> Upon receipt of the written notice, the Developer 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 Developer shall <br /> commence to remedy such default within thirty(30)days period and thereafter diligently prosecute such <br /> remedy to completion). If the Developer 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 /> Developer actual costs 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 the Property or any future lots or units that may be <br /> located within the Property. The City and its successors and assigns, in the event of any breach of this <br /> Agreement, shall have the right to exercise all of the rights and remedies,and to maintain any actions at <br /> law or suits in equity or other proper proceedings against the Developer or its permitted successors and <br /> assigns to enforce the curing of such breach. <br /> ATfY/AGR/2014.033/INDIGO 525 MIDDLEFIELD—LANDSCAPE AGREEMENT <br /> REV:03-14-14 VR <br /> Page 5 of 11 <br /> ATTY/AGR.2014.033/Indigo 525 Middlefield-Landscape Agreement <br />