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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 /> "lndemnitees ") 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 /> I I . 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. Community 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.
<br /> 1741070.3 7
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