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exclusively borne by MSC or the Owner upon conveyance of the Property. Such Maintained Improvements shall include, but are not limited to the following: (b) Keeping the Maintenance Area free from debris and obstructions; (c) Repairing damage to the Maintenance Area and Maintained Improvements due to the elements and ordinary wear; (d) Maintain all frontage trees, tree grates and associated irrigation systems within the Maintenance Area. 2. Citv ResDonsibilitv. Graffiti removal and weed abatement within the ROW shall be the responsibility of the City and the cost of such maintenance shall be borne by the City. The City shall be responsible for the maintenance of all street lights located in the ROW. 3. Use of ROW. The Parties agree that neither they nor any successor may erect any structure or conduct any activity or otherwise cause or permit any activity or situation to exist that will unreasonably inhibit or impair the use of the ROW created in this Agreement. The ROW shall be accessible by the general public. 4. Riaht of Citv to Remedv Failure of Maintenance Obliaation. If MSC fails to comply with the provisions of this Agreement, including any failure to maintain the Maintenance Areas and/or the Maintained Improvements, as set forth above, then the City may deliver written notice to MSC identifying the specific defects regarding the maintenance of the Maintenance Areas or Maintained Improvements. MSC shall have fifteen (15) days to correct the City's concerns. Notice provided by the City shall specify the date MSC must remedy the City's concerns in order to avoid action by the City. If the City determines a hazardous situation exists which must be remedied immediateiy ("emergency situation"), then the City will provide written notice to MSC specifying the emergency situation must be remedied within twenty-four (24) hours. If after notice from the City, MSC fails to correct the specific defects identified in the City's notice within the specified time period, the City shall have the right to remedy the defects. MSC hereby grants the City, or its assignees the right of access, ingress and egress upon and across the Maintenance Area as may be necessary to complete such work. The City may retain, at its election its own contractors, or MSC's contractors, or other third party maintenance company to complete the work. Any costs incurred by the City for maintenance of the Maintenance Area or the Maintained Improvements shall be solely borne by the responsible Owners. The City shall provide an invoice for the maintenance cost incurred by the City to MSC. MSC shall remit payment to the City within thirty (30) days from receipt of the invoice. The Parties agree that any maintenance undertaken by the City under this section shall not terminate the maintenance obligation of MSC. 5. Indemnification. MSC hereby covenants and agrees to indemnify, defend, and hold City, its officers, agents, and employees harmless from and against any and all claims, damages (including damage to property and injury to persons), demands, losses, obligations, judgments, liabilities, costs and expenses (including, without limitation, attorneys' and other fees) arising from or in any way connected with or related to any of the following: (i) any lawsuit, arbitration, administrative proceeding or other legal action concerning the operation, maintenance or construction of the Maintenance Area and the Maintained Improvements by MSC and/or its agents and, (iI) any breach by MSC of any of its obligations under this Agreement. 6. Termination of Maintenance Obliaation. MSC shall have the ongoing maintenance obligation of the Maintenance Areas and the Maintained Improvements therein, until such time as the City, at its sole and absolute discretion, elects to maintain such area at which time the ROW shall no longer constitute a part of the Maintenance Area. In such event, the City shall provide a notice of termination of the Maintenance Areas and the Maintained Improvements in writing to MSC. 7. Assianment. MSC shall have the right, upon written notification to the City, to assign any or ail of its rights and obligations set forth in this Agreement to an Owner. MSC hereby covenants and warrants for itself and its successors and assigns, that, except as otherwise provided for herein, conveyance of -2- F:\REAL\622\33634001\Maintenance Agmts with City\Grant Esmt & Maint - City rev6 (Commercial).doc 9/19/2005