Operation and Maintenance 17.1 O&M obligations of the Concessionaire
17.1.1 During the Operation Period, the Concessionaire shall operate and maintain the Bus Terminal in accordance with this Agreement either by itself, or through the O&M Contractor and if required, modify, repair or otherwise make improvements to the Bus Terminal to comply with the provisions of this Agreement, Applicable Laws and Applicable Permits, and conform to Specifications and Standards and Good Industry Practice. The obligations of the Concessionaire hereunder shall include:
(a) permitting safe, smooth and uninterrupted flow of traffic on the Bus Terminal during normal operating conditions. Buses of other state road transport corporations shall be parked inside the Bus Terminal for which no charges shall be payable to the Concessionaire and if any charges are applicable for such parking then it shall be realized by Authority only;
(b) minimising incidents affecting the safety and use of the Bus Terminal by providing a rapid and effective response and maintaining liaison with emergency services of the State;
(c) carrying out periodic preventive maintenance of the Bus Terminal;
(d) undertaking routine maintenance including prompt repairs of ticket counters, Workshops, Authority's Office and other infrastructure as mentioned in the Operation and Maintenance Schedule;
(e) undertaking major maintenance such as per the Maintenance Schedule of the major infrastructure in the Bus Terminal;
(f) preventing, with the assistance of the concerned law enforcement agencies, any encroachments on the Bus Terminal;
(g) protection of the environment and provision of equipment and materials therefor;
(h) operation and maintenance of all communication, control and administrative systems necessary for the efficient operation of the Bus Terminal;
(i) maintaining a public relations unit to interface with and attend to suggestions from the Users, passengers, government agencies, media and other agencies;
(j) complying with Safety Requirements in accordance with Article 18;
(k) operation and maintenance of all Project Assets diligently and efficiently and in accordance with Good Industry Practice;
(l) maintaining punctuality and reliability in operating the Bus Terminal; and
(m) maintaining a high standard of cleanliness and hygiene in the Bus Terminal.
17.1.2 The Concessionaire shall remove promptly from the Bus Terminal all surplus construction machinery and materials, waste materials (including hazardous materials and waste water), rubbish and other debris (including, without limitation, accident debris) and keep the Bus Terminal in a clean, tidy and orderly condition,
General Maintenance Borrower shall maintain the Project Site and all improvements thereon, including lighting and signage, in good condition, free of debris, waste and graffiti, and in compliance with the applicable provisions of the Anaheim Municipal Code. Borrower shall maintain the improvements and landscaping on the Project Site in accordance with the Maintenance Standards (as hereinafter defined). Such Maintenance Standards shall apply to all buildings, signage, lighting, landscaping, irrigation of landscaping, architectural elements identifying the Project Site and any and all other improvements on the Project Site. To accomplish the maintenance, Borrower shall either staff or contract with and hire licensed and qualified personnel to perform the maintenance work, including the provision of labor, equipment, materials, support facilities, and any and all other items necessary to comply with the requirements of this Agreement. Borrower and its maintenance staff, contractors or subcontractors shall comply with the following standards (collectively, “Maintenance Standards”):
(i) The Project Site shall be maintained in conformance and in compliance with reasonable maintenance standards for comparable first quality affordable housing projects, including but not limited to painting and cleaning of all exterior surfaces and other exterior facades comprising all private improvements and public improvements to the curbline. The Project Site shall be maintained in good condition and in accordance with the custom and practice generally applicable to comparable first quality affordable apartment complexes in the County of Orange (the “County”).
(ii) Landscape maintenance shall include, but not be limited to: watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning; trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials; control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for support of trees.
(iii) Clean-up maintenance shall include, but not be limited to: maintenance of all sidewalks, paths and other paved areas in clean and weed-free condition; maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are properly disposed of by maintenance workers. Governmental Lender agrees to notify Borrower in writing if the condition of the Project Site does not meet with the Maintenance Standards and to specify the deficiencies and the actions required to be taken by Borrower to cure the deficiencies. Upon notification of any maintenance deficiency, Borrower shall have commenced to cure such deficiency within thirty (30) days and shall diligently act to correct, remedy or cure such deficiency within no more than sixty (60) days. If the written notification states the problem is urgent relating to the public health and safety of the City of Anaheim or Governmental Lender, then Borrower shall have forty-eight (48) hours to rectify the problem. In the event Borrower does not maintain the Project Site in the manner set forth herein and in accordance with the Maintenance Standards, Governmental Lender shall have, in addition to any other rights and remedies hereunder, the right to maintain the Project Site, or to contract for the correction of such deficiencies, after written notice to Borrower, and Borrower shall be responsible for the payment of all such costs incurred by Governmental Lender.
USE AND MAINTENANCE (a) Lessee shall (i) use the Equipment solely in the conduct of its business, for the purpose for which the Equipment was designed, in a careful and proper manner and not discontinue use of the Equipment; (ii) operate, maintain, inspect, service, repair, overhaul and test the Equipment, and maintain all records, logs and other materials relating thereto, in accordance with (1) all maintenance and operating manuals or service agreements, whenever furnished or entered into, including any subsequent amendments, supplements, renewals or replacements thereof, issued by the manufacturer or service provider, (2) the requirements of all applicable insurance policies, (3) the Purchase Documents, so as to preserve all of Lessee's and Lessor's rights thereunder, including all rights to any warranties, indemnities or other rights or remedies, (4) Applicable Laws, and (5) consistent with the prudent practice of other similar companies in the same business as Lessee, but in any event, to no lesser standard than that employed by Lessee for comparable equipment owned or leased by it; (iii) not change the location of any Equipment as specified in the Equipment Schedule without the prior written consent of Lessor; (iv) not attach or incorporate the Equipment to or in any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment; (v) cause each principal item of the Equipment to be continually marked, in a plain and distinct manner, with the name of Lessor or its designee followed by the words "Owner and Lessor," or other appropriate words designated by Lessor on labels furnished by Lessor, and (vi) cause the Equipment to be kept and maintained in good operating condition and in the same condition as when delivered to Lessee hereunder, except for ordinary wear and tear resulting despite Lessee's full compliance with the terms hereof. With respect to Lessee's agreement in subclause (ii) above to maintain, inspect, service, repair, overhaul and test each item of Equipment in accordance with sub-subclauses (1), (3) and (5), Lessee shall undertake and be responsible for the foregoing in exchange for a credit to Lessee's rental obligations the amount of which has been calculated and agreed to by both Lessee and Lessor as fair and complete consideration for such undertaking and responsibility as it may now and hereafter exist (including the payment of all charges, fees, costs and expenses relating thereto), and accounted for in the amount of Basic Rent Lessee has agreed to pay for such item of Equipment by its execution and delivery of the Equipment Schedule relating thereto. In furtherance of the foregoing, Lessee acknowledges and agrees that (A) the credit provided for in the preceding sentence shall fully discharge Lessor for all purposes from performing or complying with any of the obligations specified in such sentence (to the extent Lessor would be deemed to have had any responsibility therefor), and (B) it shall also undertake, be responsible for and otherwise fully perform and comply with all of the obligations provided for herein that are not specified in the preceding sentence, and that it shall not be entitled to any credit or other compensation with respect thereto, nor shall Lessor have any responsibility to Lessee or any other person with respect to the performance or non-performance of, or compliance or non-compliance with, any of such obligations, or any other obligations not expressly assumed by it hereunder.
(b) If any parts of the Equipment become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, Lessee, at its own expense, will within a reasonable time replace such parts with replacement parts that are free and clear of all Liens and have a value and utility at least equal to the value, condition and utility that such replaced parts would have had if maintained in the condition and repair required by the terms hereof. In the event that any Applicable Law requires alteration or modification to the Equipment, Lessee will conform thereto or obtain conformance therewith, and shall otherwise cause the altered or modified Equipment to comply with the provisions hereof. With respect to parts, additions or improvements which are added to the Equipment that are essential to the operation of the Equipment, are necessary to cause it to be in compliance with the provisions of this Lease or which cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value, condition and utility which the Equipment would have had without the addition thereof, title thereto shall immediately vest in Lessor to the same extent and with the same priority as Lessor holds in the Equipment, without cost or expense to Lessor, or any further action by any other person, and such parts, improvement and additions shall be deemed incorporated in the Equipment and subject to the terms of this Lease as if originally leased hereunder. Lessor agrees that upon Lessee's replacing a part in full compliance with the provisions of this subsection (b), all of Lessor's right, title and interest in and to any part so replaced shall without further action vest in Lessee "AS IS, WHERE IS," and otherwise subject to the provisions of Section 7 hereof. Lessee shall not make any material alterations to the Equipment without the prior written consent of Lessor, which consent shall not be unreasonably withheld.
(c) Upon the twenty-four (24) hours' written or telephonic request of Lessor, Lessee shall provide to Lessor any information reasonably requested by Lessor pertaining to the Equipment or Lessee, including, the location and condition of the Equipment. Upon reasonable advance notice (which the parties agree shall be no less than forty-eight (48) hours' written or telephonic request) Lessee shall afford Lessor access to Lessee's premises where the Equipment is located for the purpose of inspecting such Equipment, all applicable maintenance and other records, Permits, licenses and any notices or directives from any manufacturer, vendor, service provider or Governmental Authority, at any reasonable time during normal business hours; provided, however, if a Default or default shall have occurred and be continuing, no notice of any inspection by Lessor shall be required. In the event Lessee fails or is unable to perform any of its obligations hereunder, Lessor shall have the right, but not the obligation, to perform the same, and Lessee shall forthwith reimburse Lessor on an after-tax basis, as Supplemental Rent, for all costs and expenses incurred by Lessor in performing the same. Lessor shall not have any duty to make or cause to be made any inspection, repair, restoration, replacement, renewal, addition or improvement of any nature or description with respect to the Equipment, or the related property or to incur any cost or expense in connection with any Lease Document and Lessor shall not incur any liability or obligation to any person by reason of Lessor's doing, causing to be done or failing to do any of the foregoing, in its discretion.