ST. JOHN'S PLACE LOW FLOW CREEK CROSSING MAINTENANCE

shall continue indefinitely, notwithstanding the 30 year lifespan for the bridge and box culvert to be paid for by City on a one-time basis at the time this Agreement is entered into. HOA shall be obligated and responsible for all costs of future replacements of the bridge, box culvert and rip/rap-concrete block approaches. HOA shall maintain the creek crossing as provided for in the conditions of approval for the St. John's Place subdivision, as adopted pursuant to Ordinance No. 1648 and the Final Map for Tract Map 6728. Said maintenance shall involve future replacements of the creek crossing. HOA acknowledges that the obligations set forth in this Agreement may necessitate increases in HOA fees assessed its members. The HOA shall provide an accounting to City upon request each year demonstrating that money is being set aside in HOA's budget to pay for the costs of maintenance and eventual replacements of the creek crossing. Said accounting shall be provided to City's Community Development Director (at P.O. Box 520, Pleasanton, California 94566) at the conclusion of each fiscal year of the HOA. 6. Indemnity. HOA shall indemnify, defend and hold harmless the City, its officials, employees and agents (collectively "Indemnitees") from any loss, claims, liability, or expenses, including reasonable attorney's fees and costs, for personal injury or death, or property damage arising out of or in connection with the activities of HOA or their employees or agents in the performance of its maintenance obligations, or lack thereof, under this Agreement and not otherwise made the responsibility of the City in the City Council Conditions of Approval, PUD-94-04. 7. Failure to Perform Obligations. If, in the reasonable judgment of the City Engineer, HOA has failed to maintain properly the creek crossing as required by this Agreement,the City may perform such maintenance, at its option, after thirty (30) days' prior written notice to HOA of such failure to maintain, which notice shall be sent by first class mail,to: HOA: Saint John's Place Owners Association P.O. Box 503 Pleasanton, CA 94566 925-462-2138 or to such other address as HOA may notify the City in writing. Notices shall be deemed effective two (2) days after mailing. In such event, the City's performance of such maintenance shall be at the HOA's sole expense and HOA, upon demand by the City, shall pay to the City all reasonable expenses incurred by the City in the performance of such maintenance. The City's remedy provided in this paragraph shall be in addition to any other rights and remedies the City may have at law or in equity. If any maintenance, repair, or replacement needs immediate correction as a result of a public safety or health hazard, as reasonably determined by the City Engineer, and such maintenance is not performed, or cannot be performed, by HOA within twenty-four (24) hours of receipt of such notice which notice may be sent by facsimile,the City may perform or cause to be performed such maintenance at the City's option and at HOA's expense, and HOA, upon demand by the City, shall pay to the City all reasonable expenses incurred by the City in the performance of such maintenance. 3