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permit, and will require Developer to provide City with proof of insurance in compliance with
<br />City's requirements prior to performance of studies on the Site. City's advance written approval
<br />shall be required for any invasive testing. Developer agrees that unless City agrees otherwise in
<br />writing, Developer shall repair, restore, and return the Site and all improvements located thereon
<br />to their condition prior to any such testing at Developer's sole cost and expense. Developer
<br />shall at all times keep the Site free and clear of all liens and encumbrances resulting from
<br />Developer's activities on the Site.
<br />Developer shall indemnify, defend, and hold the City and its elected and appointed
<br />officers, officials, employees, consultants, agents and representatives (collectively, the
<br />"Indemnitees ") harmless from and against all liability, loss, cost, claim, demand, action, suit,
<br />legal or administrative proceeding, penalty, deficiency, fine, damage and expense (including
<br />without limitation reasonably attorney's fees and of litigation) (all of the foregoing, collectively
<br />"Claims ") arising out of Developer's and Developer's agents, employees, consultants,
<br />representatives and contractor's entry on the Site or otherwise arising out of the exercise of this
<br />right of access except to the extent arising from the gross negligence or willful misconduct of
<br />any Indemnitee. Developer's defense and indemnity obligations pursuant to this Section 9.2
<br />shall survive the expiration or earlier termination of this Agreement.
<br />10. City's Reports, Obligations, and Studies Within fifteen (15) days following the
<br />Effective Date, City shall make available to Developer for review or copying at Developer's
<br />expense all nonprivileged studies, surveys, plans, specifications, reports, and other documents
<br />with respect to the Site that City has in its possession or control. Studies or documents prepared
<br />by City and its agents solely for the purpose of negotiating the terms of an agreement for
<br />development of the Site are excluded from this requirement.
<br />11. City Ownership of Site The City owns, and plans to maintain ownership of the Site.
<br />Ground lease rates for the Site will be subject to approval by the City Council, and will be based,
<br />without limitation, on such factors as market conditions, density of development, costs of
<br />development, risks to the City, risks to the Developer, estimated Developer profit, public purpose
<br />and /or fair value for the uses permitted to be developed, and financial requirements of the City.
<br />12. Communi . Participation
<br />A. Developer agrees to attend and assist in planning the agenda for additional
<br />Shoreline Development Citizens Advisory Committee ( "CAC") meetings, and agrees to
<br />inform CAC members on issues related to the Project. The Developer shall continue to
<br />work constructively with the CAC on modifications to the Conceptual Master Plan.
<br />B. In keeping with the City of San Leandro public process, the Developer agrees to
<br />attend all public meetings related to the review of entitlements or the development of the
<br />Project. City agrees to provide Developer 30 -day advance notice of public meetings.
<br />C. The Developer shall be generally responsive to the community.
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