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1.2. Keeping the Maintenance Area free from debris and obstructions; 1.3. Repairing damage to the Maintenance Area and Maintained Improvements due to the elements and ordinary wear; 1.4. Maintain all frontage trees, specialty surfaces, and associated irrigation systems within the Maintenance Area. 2. Citv Responsibilitv. Graffiti removal and weed abatement within the ROW shall be the responsibility of the City and the cost of such maintenance shall be borne by the City. Except for those Maintained Improvements, the City shall be responsible for the maintenance of all street lights, underground utilities and pavement located in the Raw. 3. 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. 4. Riaht of Citv to Remedv Failure of Maintenance Obliaation. If Shea fails to comply with the provisions of this Agreement, including any failure to maintain the Maintenance Area and/or the Maintained Improvements, as set forth above, then the City may deliver written notice to Shea identifying the specific defects regarding the maintenance of the Maintenance Area or Maintained Improvements. Shea shall have fifteen (15) days to correct the City's concerns. Notice provided by the City shall specify the date Shea 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 Shea specifying the emergency situation must be remedied within twenty-four (24) hours. If after notice from the City, Shea 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. Shea hereby grants the City, or its assignees the right of access, ingress and egress upon and across the 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 Maintenance Area or the Maintained Improvements shall be solely borne by the responsible Association. The City shall provide an invoice for the maintenance cost incurred by the City to Shea. Shea 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 Shea. 5. Indemnification. Shea 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 Maintenance Area and the Maintained Improvements by Shea and/or its agents and, (ii) any breach by Shea or the Association of any of its obligations under this Agreement. 6. Termination of Maintenance Obliaation. Shea shall have the ongoing maintenance obligation of the Maintenance Area and the 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 Maintenance Area. In such event, the City shall provide a notice of termination of the Maintenance Area and the Maintained Improvements in writing to Shea. 7. Assianment. Shea shall have the right, upon written notification to the City, to assign any or all of its rights and obligations set forth in this Agreement to an Association. Shea hereby covenants and warrants for itself and its successors and assigns, that, except as otherwise provided for herein, conveyance of any interest in the Property shall constitute an assumption by any successors, assigns or transferees of Shea, of the obligations under this Agreement. Upon such conveyance, the Association shall assume all rights and F:\REAL\622\34171001\Maintenance Agreement with City REV (c1e~.doc 3/22/2006