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other maintenance tasks as nec(mary 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 />gnme and grease, and removal of foodstuff from public seating in and adjacent to Adjacent City
<br />Property Developer shall, on at daily basis, clean Adjacent City Property and remove all trash and
<br />garbage from said area. Developer shall comply with all requirements of die City, the Agency, and
<br />Alameda County applicable to the use and maintenance of the Adjacent City Property.
<br />(b) Fees I)eveloper shall maintain the Adjacent City Property Improvements in
<br />consideration of the developmt:nt opportunity afforded snider 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 />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 iemedies 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 Aigacent 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 maintenawe, 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, native and description directly nr indirectly
<br />ansing from the performance cif 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 uyury or
<br />violation of law where die City has acted willfully or at its We 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 provistotun hereof and that this paragraph is a mai ertal 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 contractois 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 Cemficate of Insurance in form required
<br />under the DDA.
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