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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
<br />Improvements in consideration of the development opportunity afforded under the DDA and in lieu
<br />of an annual fee to the City. In the event the Developer fails to comply with these requirements, the
<br />City may, at its option (but without obligation to so do) take any actions which it deems necessary or
<br />convenient to perform the necessary maintenance to correct the deficiency and bill the Developer for
<br />all costs. The foregoing, and the obligation of the Developer to pay promptly upon receipt of any
<br />such billing, is in addition to all rights the Agency shall have for performance and remedies under the
<br />DDA, and any rights the City may additionally have under the entitlement process for the
<br />improvements as described in the DDA.
<br />(c) Hold Harmless and Responsibility of Developer. Developer shall
<br />take all responsibility for the Adjacent City Property Improvements as the responsibility of the
<br />Developer, shall bear all losses and damages directly or indirectly resulting from or in connection
<br />with the Adjacent City Property, the Adjacent City Property Improvements, or the maintenance
<br />thereof, and for any claims, suits, losses, or damages arising from the condition of the Adjacent City
<br />Property (including without limitation maintenance, walkways, and any other physical
<br />improvements), use of the Adjacent City Property, or any performance required of Developer under
<br />the DDA as to the Adjacent City Property. Developer shall indemnify, defend and hold harmless the
<br />City, its officers, officials, directors, employees, and agents (and the Agency, its officers, officials,
<br />directors, employees, and agents) from and against any or all loss, liability, expense, claim, costs
<br />(including costs of defense), suits, and damages of every kind, nature and description directly or
<br />indirectly arising from the performance of the work or use of public property and/or from or in
<br />connection with the condition of the Adjacent City Property (including without limitation
<br />maintenance, walkways, and any other physical improvements), use of the Adjacent City Property, or
<br />any performance required of Developer under the DDA as to the Adjacent City Property. This
<br />paragraph shall not be construed to exempt the City, its employees and officers from its own fraud,
<br />willful injury or violation of law where the City has acted willfully or at its sole negligence. For
<br />purposes of Section 2782 of the Civil Code the parties hereto recognize and agree that neither the
<br />DDA nor the License Agreement is a construction contract. Developer acknowledges and agrees that
<br />it has read and understands the provisions hereof and that this paragraph is a material element of
<br />consideration, and that but for the entering into this obligation by Developer, the Agency would not
<br />approve the DDA or convey the Property to the Developer. Approval of the insurance contracts does
<br />not relieve the Developer or its contractors from liability under this paragraph.
<br />(d) Insurance Requirements. The Developer shall execute and deliver to
<br />City or cause its contractor(s) to execute and deliver to City the Certificate of Insurance in form
<br />required under the DDA.
<br />(e) Maintenance shall be accomplished in conformity with the
<br />"Maintenance Standards", as hereinafter defined, of the private improvements and public
<br />improvements and landscaping on and abutting the Property and/or the Adjacent City Property. Said
<br />improvements shall include, but not be limited to, buildings, sidewalks, landscaping, irrigation of
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