SANTA ANA TRANSIT VILLAGE - 2005

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3. Termination of Association Maintenance Oblioation. SATV shall have the ongoing maintenance obligation of the Association Maintenance Areas and the Association Maintained Improvements therein, until such time as the City, at its sole and absolute discretion, elects to maintain such area at which time the ROW shall no longer constitute a part of the Association Maintenance Area, as defined by the Declaration. In such event, the City shall provide a notice of termination of the Association Maintenance Areas and the Association Maintained Improvements in writing to SATV. 4. Use of ROW. The Parties agree that neither they nor any successor may erect any structure or conduct any activity or otherwise cause or permit any activity or situation to exist that will unreasonably inhibit or impair the use of the ROW created in this Agreement. The ROW shall be accessible by the general public. 5. Rioht of Citv to Remedv Failure of Maintenance Obiioation. If SATV fails to comply with the provisions of this Agreement, including any failure to maintain the Association Maintenance Areas and/or the Association Maintained Improvements, as set forth above, then the City may deliver written notice to SATV identifying the specific defects regarding the maintenance of the Association Maintenance Areas or Association Maintained Improvements. SA TV shall have fifteen (15) days to correct the City's concerns. Notice provided by the City shall specify the date SATV must remedy the City's concerns in order to avoid action by the City. If the City determines a hazardous situation exists which must be remedied immediately ("emergency situation"), then the City will provide written notice to SATV specifying the emergency situation must be remedied within twenty-four (24) hours. If after notice from the City, SATV fails to correct the specific defects identified in the City's notice within the specified time period, the City shall have the right to remedy the defects. SATV hereby grants the City, or its assignees the right of access, ingress and egress upon and across the Association Maintenance Area as may be necessary to complete such work. The City may retain, at its election its own contractors, or the Association's contractors, or other third party maintenance company to complete the work. Any costs incurred by the City for maintenance of the Association Maintenance Area or the Association Maintained Improvements shall be soiely borne by the Association. The City shall provide an invoice for the maintenance cost incurred by the City to SATV. SATV shall remit payment to the City within thirty (30) days from receipt of the invoice. The Parties agree that any maintenance undertaken by the City under this section shall not terminate the maintenance obligation of SATV. 6. Indemnification. SATV hereby covenants and agrees to indemnify, defend, and hold City, its officers, agents, and employees harmless from and against any and all claims, damages (including damage to property and injury to persons), demands, losses, obligations, judgments, liabilities, costs and expenses (including, without limitation, attorneys' and other fees) arising from or in any way connected with or related to any of the following: (i) any lawsuit, arbitration, administrative proceeding or other legal action concerning the operation, maintenance or construction of the Association Maintenance Area and the Association Maintained Improvements by SATV and/or its agents and, (ii) any breach by SATV or the Association of any of its obligations under this Agreement. 7. Assionment. SATV shall have the right, upon written notification to the City, to assign ail of its rights and obligations set forth in this Agreement to the Association. F:\REAL\622\16369101\Grant Esmt & Main. City rvB.doc 5/2612005