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shall bear all losses and damages directly or indirectly resulting from or in connection with the
<br />Adjacent City Property, the Adjacent City Property Improvements, or the maintenance thereof, and
<br />for any claims, suits, losses, or damages arising from the condition of the Licensed Area (including
<br />without limitation maintenance, walkways, and any other physical improvements), use of the
<br />Licensed Area, or any performance required of Developer under the DDA as to the Licensed Area.
<br />Licensee shall indemnify, defend and hold harmless the City, its officers, officials, directors,
<br />employees, and agents (and the Agency, its officers, officials, directors, employees, and agents) from
<br />and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and
<br />damages of every kind, nature and description directly or indirectly arising from the performance of
<br />the work or use of public property and/or from or in connection with the condition of the Licensed
<br />Area (including without limitation maintenance, walkways, and any other physical improvements),
<br />use of the Licensed Area, or any performance required of Developer under the DDA as to the
<br />Licensed Area. This paragraph shall not be construed to exempt the City, its employees and officers
<br />from its own fraud, willful injury or violation of law where the City has acted willfully or at its sole
<br />negligence. For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree
<br />that this License Agreement is not a construction contract. By execution of this License Agreement,
<br />Licensee acknowledges and agrees that it has read and understands the provisions hereof and that this
<br />paragraph is a material element of consideration, and that but for the entering into this License
<br />Agreement by Licensee, the Agency would not approve the DDA. Approval of the insurance
<br />contracts does not relieve the Licensee or its contractors from liability under this paragraph.
<br />6. INSURANCE REQUIREMENTS. The Licensee shall execute and deliver to City
<br />or cause its contractor(s) to execute and deliver to City the Certificate of Insurance in the form set
<br />forth in Attachment No. 2 attached hereto and incorporated herein.
<br />7. USE OF PROPERTY. Licensee shall have the non-exclusive right to enter onto the
<br />Licensed Area for the purpose of installing improvements required to be installed by the Developer
<br />on the Licensed Area (which is the same as the "Adjacent City Property" as defined in the DDA)
<br />under the DDA and to maintain such improvements and the Licensed Area until the expiration of the
<br />Redevelopment Plan, as hereinabove set forth. The development of improvements and maintenance
<br />of improvements shall be accomplished as provided under the DDA. This License Agreement shall
<br />be construed, to the greatest extent feasible as consistent with the DDA; provided that, in the event of
<br />conflict, the DDA shall control. Licensee shall not enter onto the Licensed Area or develop
<br />improvements thereon until the "Property" has been conveyed to the Developer under the DDA and
<br />the City Manager consents in writing to the entry onto the Licensed Area by the Licensee under this
<br />License Agreement.
<br />8. INSTALLATION OF IMPROVEMENTS; MAINTENANCE. Licensee shall
<br />install on the Licensed Area all improvements required to be accomplished by the Developer as to
<br />the Licensed Area under the DDA. Commencing as of its entry onto the Licensed Area and
<br />continuing until July 5, 2028 (the termination date of the Redevelopment Plan), the Developer shall
<br />be responsible for maintenance of the Licensed Area, including without limitation, landscaping,
<br />sidewalks, watering, weeding, fertilizing, and other maintenance tasks as necessary to cause the
<br />Licensed Area to be maintained as a high-quality amenity that is comparable to the adjacent office
<br />buildings and plaza on the Property under the DDA.
<br />Licensee shall maintain the Licensed Area and adjacent sidewalks, public and private, at all
<br />times in a neat, clean, safe, litter -free, odor -free, sanitary condition; maintenance includes, but is not
<br />limited to, steam cleaning of sidewalk and paved surfaces as necessary to remove grime and grease,
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