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GRANTOR: GREATER EAST BAY PROPERTIES,LLC APN: 941-1311-1 PROJECT: JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE PROJECT D. In case of unpredictable delays in construction, upon written notification by CITY, the terms of the TCE may be extended for a period not to exceed six (6) months by an amendment to this Agreement. GRANTOR shall be compensated based on the fair market value at the time of the extension. Payment shall be made to the GRANTOR for the extension prior to the expiration of the original TCE period. E. CITY shall indemnify, defend and hold harmless GRANTOR from and against all claims,causes of action, damages, liabilities, injuries, actions,costs and expenses (including reasonable attorneys' fees and costs), arising from or related to CITY's use of the TCE area, exercise of CITY's rights under this Agreement, or work performed in connection with the Project. The provisions of the immediately preceding sentence shall not be applicable to the extent of GRANTOR's gross negligence or willful misconduct. F. CITY shall keep the TCE area neat and clean, and free from rubbish and construction debris and dangerous conditions. Rights of ingress to and egress from the GRANTOR's remaining property shall be maintained at all times during the construction period. 5. CITY Performed Work. All work done under this Agreement shall conform to all applicable building, fire and sanitary laws, ordinances, and regulations relating to such work, and shall be done in a good workmanlike manner. All structures, improvements or other facilities, when removed, and relocated, or reconstructed by the CITY or its authorized agent, shall be left in as good condition as found. 6. Indemnification. CITY shall indemnify, defend, and hold harmless GRANTOR from and against all claims, causes of action, damages, liabilities, cost and expenses(including reasonable attorney fees and costs), arising from or related to CITY's use of the Property and exercise of CITY's rights under this Agreement, except as to action, damages, liabilities or costs due to GRANTOR's gross negligence or willful misconduct. 7. Right of Possession and Use. CITY's right of possession and use of the Permanent Easement and TCE, including the right to remove and dispose of improvements, and install and connect utilities, shall commence on the date the amount of funds as specified in Section 3.A herein are deposited into the escrow controlling this transaction. The consideration shown in Section 3.A includes, but is not limited to,full payment for the possession and use from that date, including interest and damages if any. 8. Notice to Successors. If GRANTOR sells, conveys or assigns any property interest encumbered by this Agreement before the CITY exercises its rights, GRANTOR shall notify the successor or assignor of the rights and obligations under this Agreement. 9. Escrow Instructions. GRANTOR authorizes CITY to prepare and file joint escrow instructions in accordance with this Agreement on behalf of both parties subject to GRANTOR'S approval which shall not be unreasonably withheld, delayed or conditioned. 10. Hazardous Wastes. The acquisition price of the Permanent Easement and TCE being acquired in this transaction reflects the fair market value of the Property without the presence of contamination. If the Property being acquired is found to be contaminated by the presence of hazardous waste which requires mitigation under Federal or State law, the CITY may elect to recover its clean-up costs from those who caused or contributed to the contamination. GRANTOR shall further indemnify, defend, save and hold harmless the CITY from any and all claims, costs Page 3 of 7