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AGREEMENT
<br />The City and Developer hereby agree as follows;
<br />1. Condition Precedent. The City and Developer understand and agree that to the extent
<br />the Project or any part of the Project is subject to approval by any other government agency with
<br />jurisdiction over the Project, approval of any such agency(ies) concerning the Project shall be a condition
<br />precedent to this Agreement taking effect, and that no rights or obligations shall accrue under this
<br />Agreement unless and until any and all other governmental agencies with jurisdiction over the Project have
<br />given their approval concerning the Project.
<br />2. Developer Storm Water Management System. Prior to issuance of a certificate of
<br />occupancy for 1501 Darius Court, Developer shall complete the construction of the Developer Storm Water
<br />Management System to the satisfaction of the City Engineer and in accordance with all applicable
<br />oversight, review and approval of the City and/or any other agencies with jurisdiction concerning the
<br />construction and installation of the Developer Storm Water Management System. The construction of the
<br />Developer Storm Water Management System, and any maintenance, repair, alteration or replacement of
<br />the Developer Storm Water Management System shall be performed in a professional and workmanlike
<br />manner in accordance with all applicable laws and regulations in effect at the time of such maintenance,
<br />repair, alteration or replacement. The Developer Storm Water Maintenance System shall remain the sole
<br />property of Developer and Developers successors and assigns.
<br />3. Water. Developer hereby acknowledges that water may drain onto the Owner Property
<br />from the City Storm Water Pipe. Developer agrees, for itself, its successor's and assigns, to bear any and
<br />all responsibility for such water once it has been discharged from the City Storm Water Pipe. Developer
<br />shall not block the discharge or, by inaction, allow the discharge to be blocked.
<br />4 Maintenance, Repair, Alteration and Replacement. The Developer, and Developer's
<br />successor's and assigns, shall be responsible for carrying out, at its sole cost and expense, any
<br />maintenance, repair, alteration or replacement of the Developer Storm Water Management System
<br />necessary to ensure the Developer Storm Water Management System continues to function in accordance
<br />with this Agreement and all applicable laws and regulations.
<br />5. Indemni Developer agrees to indemnify, hold harmless and defend the City, and its
<br />officials, officers, employees, agents and volunteers, from and against any and all liability, loss, damage,
<br />claims, expenses, and costs (including, without limitation, attorney's fees and costs and fees of litigation)
<br />(collectively, "Liability") of every nature arising out of or in connection with the Developer Storm Water
<br />Management System, or its installation, maintenance, repair, alteration or replacement, or ingress or
<br />egress necessary therefore ,except such Liability caused by the sole negligence or willful misconduct of
<br />the City. Notwithstanding the foregoing, to the extent that this Agreement is a "construction contract" within
<br />the definition of California Civil Code Section 2783, as amended from time to time, such indemnity shall not
<br />include Liability for the active negligence of the City.
<br />6. Failure to Maintain. In the event City determines that Developer has failed to maintain
<br />the Owner Property pursuant to Section 4 of this Agreement, then City, in addition to any other remedy it
<br />may have under this Agreement or at law, shall have the right, but not the obligation, to enter upon the
<br />936605-1 2 Storm Water Maintenance Agreement
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