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7. NO IMPAIRMENT OF LIEN. No violation or breach of the agreements, conditions,
<br /> restrictions, provisions or limitations contained in this Agreement shall defeat or render invalid or in any
<br /> way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument;
<br /> provided, however, that any successor of Developer to the Site or any portion thereof shall be bound by
<br /> such agreements, conditions, restrictions, limitations and provisions, whether such successor's title was
<br /> acquired by foreclosure,deed in lieu of foreclosure,trustee's sale or otherwise.
<br /> 8. ENCROACHMENT PERMIT; RIGHT OF ENTRY. The Developer and the City
<br /> acknowledge that, to the extent that the Improvements are located within the City rights-of-way, the
<br /> Developer shall obtain a single on-going revocable encroachment permit from the City in order for the
<br /> Developer to perform its obligations under this Agreement. Such an encroachment permit shall set forth
<br /> the terms and provisions upon which the Developer has a right to enter onto such rights-of-way in order to
<br /> perform maintenance, inspection, repair and, if and when necessary, replacement services (collectively,
<br /> "Maintenance Services"). The encroachment permit shall be issued on the terms and conditions of this
<br /> Agreement:
<br /> a. Permitted Uses. The Developer may enter upon such Improvements as are
<br /> located within the City rights-of-way, and may temporarily block reasonably necessary portions of the
<br /> adjoining street surfaces, solely for the purpose of performing Maintenance Services, and incidental
<br /> purposes thereto, such as operating equipment and storing materials during the period maintenance
<br /> services are being performed (collectively, "Activities"). The Developer shall not use such areas for any
<br /> other purpose.
<br /> b. Insurance. The Developer shall obtain and deliver to the City, at no cost to the
<br /> City, certificates of commercial general liability insurance which indicate that the City, its elective and
<br /> appointive boards, commissions, o�cers, agents and employees are covered as additional insureds under
<br /> all insurance policies maintained for performance of the Maintenance Services and other Activities by(i)
<br /> the Developer or(ii) any contractor or subcontractor directly or indirectly employed by the Developer to
<br /> perform any Maintenance Services or other Activities. Each of these policies shall also provide that no
<br /> cancellation, major change in coverage, or expiration may be affected by the insurance company or the
<br /> insured during the time of performance of the Maintenance Services and other Activities, without first
<br /> giving to the City thirty (30)days'written notice prior to the effective date of such cancellation or change
<br /> in coverage. The Developer shall not permit any contractor or subcontractor to commence or continue
<br /> performing Maintenance Services or other Activities until the certificates or any substitute certificates
<br /> have been approved by the City's Risk Manager.
<br /> 9. PERMITS AND APPROVALS. To the extent that performance of the Maintenance
<br /> Services or other Activities requires permits or governmental approvals, the Developer shall, at its sole
<br /> cost and expense, obtain such permits and approvals. The City shall issue encroachment permits, from
<br /> time to time, on the terms set forth in Section 8 above.
<br /> 10. TERM. This Agreement shall commence immediately upon the Effective Date and shall
<br /> continue in perpetuity until and unless terminated by the City.
<br /> 11. INDEMNIFICATION. The Developer shall indemnify, defend and hold the City, its
<br /> Council, boards, offices, commissions, agents and employees harmless from liens, claims, demands,
<br /> actions, causes of action, obligations, liabilities, damages, losses, costs and expenses, including
<br /> reasonable attorneys' fees(individually,"Claims"and collectively,"Claims"),which may arise from or in
<br /> any manner relate to any work performed or services provided under this Agreement by the Developer,or
<br /> the Developer's contractors, subcontractors, agents or employees, including, but not limited to, the
<br /> performance of the Maintenance Services or other Activities. Notwithstanding the forgoing, the
<br /> ATTYAGR/2015.0051BAIR ISLAND COURTYARD MARRIOTT LMA
<br /> REV:01-20-15 VR
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