Common use of Maintenance of Utilities Clause in Contracts

Maintenance of Utilities. Developer (and then City or a City District, as applicable, after accepting the assignment) shall be responsible for maintaining the Water-Related Utilities and Developer (and then the applicable Utilities Purveyors, after accepting the assignment) shall be responsible for maintaining all other Utilities, each in a manner that conforms to all applicable rules, regulations and laws regarding each such utility. VCTC shall execute documents reasonably required by City, a City District or Utility Purveyor to accept the Utilities for maintenance at no cost, expense or liability to VCTC. Developer (and then City, City District or Utility Purveyor accepting the assignment) shall construct, maintain, use, operate, repair and replace the Utilities in substantial conformity with the Approved Plans. Under no circumstances shall VCTC be responsible for constructing, maintaining or operating the Utilities. Except in emergency situations, Developer shall, prior to the commencement of any maintenance of the Utilities within twenty (20) feet of the VCTC Property, submit to VCTC plans setting out the method and manner of the work to be done. Developer shall not proceed with the maintenance work until such plans have been approved, in writing, by VCTC and any other required government agency and VCTC has granted Developer a right of entry for such maintenance activities. When performing any maintenance, repairs or reconstruction, Developer, at its sole cost and expense, shall perform such work as VCTC, in its sole determination, determines necessary to protect VCTC rail lines. If an emergency should arise requiring immediate attention, Developer shall provide as much notice as practicable to VCTC and any rail operator operating on the rail line before Developer commences any maintenance work and shall only perform work necessary to address the immediate emergency situation. In such situation, Developer shall take all commercially reasonable steps necessary to protect VCTC rail lines. All of the rights and operation and maintenance obligations of Developer under Sections 6 and 7 with respect to the Water-Related Utilities shall be the sole and exclusive rights and obligations of City or City District, as applicable, upon acceptance of the Water-Related Utilities by City or City District, as applicable, and assignment by Developer and assumption by City or City District of the obligations of Developer under this Agreement related to the Water- Related Utilities and associated Utilities Easement(s) in accordance with Section 16, and, effective upon such assignment and assumption, Developer shall be automatically released from such obligations as further set forth in Section 16. All of the rights and operation and maintenance obligations of Developer under Sections 6 and 7 with respect to the Other Utilities shall be the sole and exclusive rights and obligations of the applicable Utility Purveyor upon assignment by Developer and assumption by a Utility Purveyor of the obligations of Developer under this Agreement related to the Other Utilities, or any thereof, and associated Utilities Easement(s) in accordance with Section 16, and Developer shall, effective upon such assignment and assumption, automatically be released from such obligations as further set forth in Section 16 and provided further that if any Utility Purveyor enters into a separate easement agreement with VCTC as to any of the Other Utilities, this Agreement and the obligations of Developer under Sections 6 and 7 with respect to such Other Utilities shall terminate effective upon execution of the separate easement agreement. Developer intends to assign to City or a City District the Water-Related Utilities, provided that the Water-Related Utilities are constructed in substantial conformance with the Approved Plans, as the same may be modified in accordance with this Agreement. If City determines that the Water-Related Utilities are not built in substantial conformance with the Approved Plans, Developer shall make any and all corrections reasonably requested by City to allow City or a City District, as applicable, to accept the assignment.