AgdaPkt 2016-06-27 Closed and Joint SA PFA

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ATTY/AGR/2016.158/CENTRUM OWNERS ASSOCIATION-LMA REV: 06-22-16 JS Page 6 of 10 additional insureds under all insurance policies maintained for performance of the Maintenance Services and other Activities by (i) the Developer or (ii) any contractor or subcontractor directly or indirectly employed by the Developer to perform any Maintenance Services or other Activities. Each of these policies shall also provide that no cancellation, major change in coverage, or expiration may be affected by the insurance company or the insured during the time of performance of the Maintenance Services and other Activities, without first giving to the City thirty (30) days’ written notice prior to the effective date of such cancellation or change in coverage. The Developer shall not permit any contractor or subcontractor to commence or continue performing Maintenance Services or other Activities until the certificates or any substitute certificates have been approved by the City’s Risk Manager. (c) Levee Maintenance. Pursuant to an Improvement Agreement dated as of even date with this Agreement, Developer has agreed to make certain levee improvements over a portion of the City’s levee along Belmont Slough in accordance with FEMA requirements. Such levee improvements are shown on Exhibit “B”. Developer shall be responsible for maintaining the levee pathways and levee landscaping where shown in Exhibit “B”, including, without limitation, the Decomposed Granite (DG) Surface, Bay Trail Asphalt Concrete (AC) and Aggregate Base (AB) Pavement Section, Redwood Header, and landscaping. City shall be responsible for maintaining the underlying levee structure. The levees on the Property are part of a larger existing levee system for Redwood Shores and the project’s proposed levee improvements on the Property will rely on a larger flood protection system. The levees on and within the Property alone cannot provide flood protection but function as part of the larger levee system around Redwood Shores to provide coastal flood protection for Redwood Shores and the Property. Lastly, levees do not guarantee flood protection in extraordinary events where overtopping or failure of any levee system is possible. The City is under no obligation to, or require the Developer to, maintain the levee improvements to a higher standard than the larger levee system around Redwood Shores is maintained. 9. PERMITS AND APPROVALS. To the extent that performance of the Maintenance Services or other Activities requires permits or governmental approvals, the Developer shall, at its sole cost and expense, obtain such permits and approvals. The City shall issue encroachment permits, from time to time, on the terms set forth in Section 8 above. 10. TERM. This Agreement shall commence immediately upon the Effective Date and shall continue in perpetuity until and unless terminated by the City. 11. INDEMNIFICATION. The Developer shall indemnify, defend and hold the City, its Council, boards, offices, commissions, agents and employees harmless from liens, claims, demands, actions, causes of action, obligations, liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees (individually, “Claims” and collectively, “Claims”), which may arise from or in any manner relate to any work performed or services provided under this Agreement by the Developer, or the Developer’s contractors, subcontractors, agents or employees, including, but not limited to, the performance of the Maintenance Services or other Activities. Notwithstanding the forgoing, the Developer shall not be obligated under this Agreement to defend and/or indemnify the City to the extent that any Claim is caused by the gross negligence or willful misconduct of the City or its agents or employees. The aforementioned indemnity shall apply regardless of whether or not the City has prepared, supplied or approved plans and/or specifications 6.1.K. - Page 39