65A - RFQ - 3RD AND BROADWAY DEV

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3.15 Indemnity for Entry on City Propert y. Without limiting any other indemnity provisions set forth in this Agreement, the Developer shall indemnify, defend (with counsel approved by the City) and hold the City and its elected and appointed officers, officials, employees, contractors, agents and representatives harmless from and against all injury, damages, liability, loss, cost, claim, demand, action, suit, legal or administrative proceeding, penalty, deficiency, fine, or other expense resulting from or arising in connection with entry upon the City Property by the Developer or Developer's representatives or agents pursuant to this Agreement, except to the extent caused by pre- existing conditions (such as Hazardous Materials) or the negligence or willful misconduct of City. The Developer's indemnification obligations set forth in this Section 3.15 shall survive the close of escrow and termination of this Agreement. Prior to Developer's entry upon the City Property, the Developer shall provide the City with a certificate or other proof of insurance meeting the requirements set forth in this Agreement. 3.16 Submission of Evidence of Equity Capital and Mortgage Financing. If the Developer finances the development of the Project and related activities, all such financing (construction and permanent) shall be subject to the approval of the City, which approval will not be unreasonably withheld, conditioned, or delayed. No later than the time specified in the Schedule of Performance, the Developer shall submit to the City evidence satisfactory to the City that the Developer has the equity capital and commitments for financing necessary for development of the Project. The City shall approve or disapprove such evidence of financing commitments within the time established in the Schedule of Performance. Article 4 DEVELOPMENT OF THE PROJECT SITE 4.1 Reparcelization of the Project Site. Prior to conveyance of the City Property, the Developer shall, at the Developer's sole cost and expense, take all actions necessary to obtain approval from the City of a parcel map, lot line adjustment or other actions, as required by the City, to reparcelize the Project Site to create one or more legal parcels to enable development of the Project, with the resulting parcel map, lot line adjustment or other instrument used to reparcelize the Site to be recorded concurrent with the conveyance of the City Property. [MAY NOT BE NECESSARY] 4.2 Scope of Development. The Developer shall develop the Project on the Project Site, as provided in the Scope of Development, all in accordance with plans approved by the City, including the following: 4.2.1 A minimum three (3) -star hotel component, consisting of no fewer than 60 rooms is a required component of the proposed project. The hotel may be built at the same time as the rest of the project or in a subsequent phase, as described by the developer with a justification for its phasing and timing. Developer must submit documentation to verify a commitment from a major hotel, development proforma for the hotel, and signed labor agreements as required but the City in order to meet the hotel component requirement for the project. 4.2.2 Developer shall reconstruct Sycamore Street between 3rd Street and 4th Street for all modes of transportation at the developer's expense. The reconstruction of Sycamore Street 55394.00000\29008220.1 65AA 7