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other maintenance tasks as necessary to cause the Adjacent City Property to be maintained as a high -
<br /> quality amenity that is comparable to the adjacent office buildings and plaza on the Property under
<br /> the DDA.
<br /> Developer shall maintain the Adjacent City Property and adjacent sidewalks, public
<br /> and private, at all times in a neat, clean, safe, litter -free, odor -free, sanitary condition. Maintenance
<br /> includes, but is not limited to, steam cleaning of sidewalk and paved surfaces as necessary to remove
<br /> grime and grease, and removal of foodstuff from public seating in and adjacent to Adjacent City
<br /> Property. Developer shall, on a daily basis, clean Adjacent City Property and remove all trash and
<br /> garbage from said area. Developer shall comply with all requirements of the City, the Agency, and
<br /> Alameda County applicable to the use and maintenance of the Adjacent City Property.
<br /> (b) Fees. Developer shall maintain the Adjacent City Property Improvements in
<br /> consideration of the development opportunity afforded under the DDA and in lieu of an annual fee to
<br /> the City. In the event the Developer fails to comply with these requirements, the City may, at its
<br /> •
<br /> option (but without obligation to so do) take any actions which it deems necessary or convenient to
<br /> perform the necessary maintenance to correct the deficiency and bill the Developer for all costs. The
<br /> foregoing, and the obligation of the Developer to pay promptly upon receipt of any such billing, is in
<br /> addition to all rights the Agency shall have for performance and remedies under the DDA, and any
<br /> rights the City may additionally have under the entitlement process for the improvements as
<br /> described in the DDA.
<br /> (c) Hold Harmless and Responsibility of Developer. Developer shall take all
<br /> responsibility for the Adjacent City Property Improvements as the responsibility of the Developer,
<br /> 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 Adjacent City Property
<br /> (including without limitation maintenance, walkways, and any other physical improvements), use of
<br /> the Adjacent City Property, or any performance required of Developer under the DDA as to the
<br /> Adjacent City Property. Developer shall indemnify, defend and hold harmless the City, its officers,
<br /> officials, directors, employees, and agents (and the Agency, its officers, officials, directors,
<br /> employees, and agents) from and against any or all loss, liability, expense, claim, costs (including
<br /> costs of defense), suits, and damages of every kind, nature and description directly or indirectly
<br /> arising from the performance of the work or use of public.property and/or from or in connection with
<br /> the condition of the Adjacent City Property (including without limitation maintenance, walkways,
<br /> and any other physical improvements), use of the Adjacent City Property, or any performance
<br /> • required of Developer under the DDA as to the Adjacent City Property. This paragraph shall not be
<br /> construed to exempt the City, its employees and officers from its own fraud, willful injury or
<br /> violation of law where the City has acted willfully or at its sole negligence. For purposes of
<br /> Section 2782 of the Civil Code the parties hereto recognize and agree that neither the DDA nor the
<br /> License Agreement is a construction contract. Developer acknowledges and agrees that it has read
<br /> and understands the provisions hereof and that this paragraph is a material element of consideration,
<br /> and that but for the entering into this obligation by Developer, the Agency would not approve the
<br /> DDA or convey the Property to the Developer. Approval of the insurance contracts does not relieve
<br /> the Developer or its contractors from liability under this paragraph.
<br /> (d) Insurance Requirements. The Developer shall execute and deliver to City or
<br /> cause its contractor(s) to execute and deliver to City the Certificate of Insurance in form required
<br /> under the DDA.
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