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necessary, such irrigation systems as are required to provide adequate irrigation in compliance with water conservation practices. 4. Indemnity. Developer shall hold harmless the City, its employees, Council, commissions, and agents 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 Developer or its employees or agents in the performance of its maintenance obligations, or lack thereof, under this Agreement. 5. Failure to Perform Obligations. If, in the reasonable judgment of the City Engineer, Developer has failed to properly maintain any landscaping as required by this Agreement, the City may perform such maintenance, at its option, after thirty (30) days' prior written notice to Developer of such failure to maintain, which notice shall be sent by certified mail, return receipt requested, to: Developer: Sprint PCS 4683 Chabot Drive, Suite 100 Pleasanton, CA 94588 Attn: Property Specialist-Alameda County or to such other address as Developer may notify the City in writing. Notices required hereunder shall be deemed effective two (2) days after mailing. In such event, the City's performance of such maintenance shall be at the Developer's sole expense and Developer, 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 of landscaping 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 Developer within twenty-four (24) hours of receipt of such notice thereof, which notice may be sent by facsimile, the City may perform or cause to be performed such maintenance at Developer's expense, and Developer, upon demand by the City, shall pay to the City all reasonable expenses incurred by the City in the performance of such maintenance. 7. Duration. This Agreement shall be a covenant which is to run with the land for the duration of the Project located on the Property and shall be binding upon the transferees, successors, and assigns of the parties hereto and may be recorded in the Office of the Recorder of Alameda County. Developer may modify or terminate this Agreement at any time by written request of Developer and approval of the termination or modification by the City Council. 8. Venue. The venue for any action to interpret or enforce this Agreement shall be the appropriate court in Alameda County, California. 2