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2020/10/07 SH-Menifee, LLC Temp Emergency Access- Fairfield Inn Temporary License Agreement (Emergency Access — Fairfield Inn) 14Tf is Temporary License Agreement (this "Agreement") is made effective as of 1� �'` 7 , 2020 (the "Effective Date"), by and between the CITY OF ME]NIFLEE, a California municipal corporation ("City"), and SH-MENIFEE, LLC, a California limited liability company ("Developer"). Developer and City are collectively referred to in this Agreement as the "Parties" and individually as a "Party." RECITALS A. Developer owns the real property located in the City of Menifee, County of Riverside, State of California, commonly known as APN 360-850-015 (the "Developer Property"). The Developer Property is identified as "Parcel 3" on the attached Exhibit "A", which is incorporated herein by this reference. B. Developer has obtained all required approvals, and has developed on the Property a Fairfield Inn (the "Hotel Development"). C. The conditions of approval issued by City in connection with City's approvals for the Hotel Development require, as a condition to City's issuance of a certificate of occupancy, that Developer provide a secondary access to the Hotel Development for emergency access (the "Required Emergency Access"). The general location for the Required Emergency Access is depicted on Exhibit "A", and identified thereon as the "Ultimate secondary access for Parcels 1, 2, 3." D. A similar condition of approval was issued by City in connection with City's approvals for the development projects to be constructed on the adjacent properties identified on Exhibit "A" as "Parcel 1" and "Parcel 2" (collectively, the "Adjacent Developments"), with the intent that Developer and the owners of the Adjacent Developments would coordinate the construction of the Required Emergency Access. E. Construction of the Hotel Development has been completed, but because the Adjacent Developments are not yet under construction, the Required Emergency Access has not been constructed. F. Developer has requested that City grant to Developer a temporary license on, over, and through a portion of the adjacent property identified on Exhibit"A" as"Parcel 4," which property is owned by City (the "City Property"), for use as a temporary secondary, emergency access. City is willing to grant such license subject to the terms and conditions set forth in this Agreement. 882/031858-0003 15579304.2 a10/02120 AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, conditions, and agreements set forth in this Agreement, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. City Grant of Temporary License. City hereby grants to Developer a temporary license (the "Temporary License") on, over, and through those portions of the City Property proposed to be utilized for emergency access, as depicted on the first page of attached Exhibit "B", which is incorporated herein by this reference (the "License Area") for Developer's construction, maintenance, and repair of a temporary secondary, emergency access (the "Temporary Emergency Access"). 2. Term of Temporary License; Security. Subject to the following sentence, the term of the Temporary License granted by this Agreement shall commence on the Effective Date and terminate upon the earlier of (a) the date the Required Emergency Access has been constructed pursuant to City standards and requirements, as determined by the City Engineer, and (b) the date City terminates this Agreement pursuant to the terms hereof. Notwithstanding the foregoing, the Temporary License shall not be effective until Developer delivers to City a cash deposit in the amount of Five Thousand Dollars ($5,000) (the "Cash Security Deposit"), to cover all costs estimated for performance of the "Removal and Restoration Activities" (as that term is defined in Section 6 below). Promptly upon Developer's completion of the Removal and Restoration Activities, City shall return the Cash Security Deposit to Developer; upon City's return of the Cash Security Deposit to Developer, this Agreement shall automatically terminate. 3. Construction Requirements. Developer shall, at Developer's sole cost and expense, construct the Temporary Emergency Access, in accordance with the specifications set forth in Exhibit "B" and all applicable City standards and requirements for the Temporary Emergency Access. 4. Use of Temporary Emergency Access. Notwithstanding anything to the contrary in this Agreement, use of the Temporary Emergency Access shall be limited to use by emergency vehicles, and the Temporary Emergency Access shall not be used for any other purpose. 5. City Right to Terminate. Notwithstanding anything to the contrary in this Agreement, City shall have the right, upon thirty (30) days' prior written notice to Developer, to terminate this Agreement. 6. Removal of Temporary Emergency Access Promptly upon termination of the Temporary License, and in no event later than thirty (30) days following such termination, Developer shall remove all improvements installed and/or constructed as part 882/031858-0003 15579304.2 a10/02/20 -2- of the Temporary Emergency Access and fully restore the License Area to the condition existing as of the Effective Date (collectively, the"Removal and Restoration Activities"). 7. Indemnification. Developer shall defend, indemnify, protect and hold harmless City and City's members, officials, officers, employees, agents, and representatives (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), from and against any and all claims, losses, liabilities, fines, penalties, damages, expenses (including reasonable attorneys' fees and costs), causes of action, rights of action or lawsuits (collectively, "Claims") concerning or relating to any acts, inactions or omissions of Developer or its agents, employees, directors, officers, officials, representatives, contractors, or subcontractors (collectively, the "License Users") in connection with the rights granted under this Agreement. The indemnification, defense, protection and hold harmless protection provided under this Section includes any Claims made or asserted against any Indemnified Party as a result of or in connection with (i) entry upon the License Area by or through the License Users, (ii) any liens or encumbrances filed or recorded against the City Property as a consequence of or in connection with any work performed pursuant to this Agreement, and/or (iii) Developer's and/or License Users' activities under or in any way connected with this Agreement, including, but not limited to: (1) Developer's failure to fulfill its obligations under this Agreement, (2) Developer's violation of any law, regulation or code as a result of or in connection with this Agreement, (3) injury or death to persons or damage to property as a result of or in connection with this Agreement and/or the use of the License Area. Notwithstanding the foregoing, however, Developer shall not be required to indemnify, defend, protect and hold harmless any Indemnified Party from and against any Claims to the extent that such Claims arise solely as a result of an Indemnified Party's gross negligence or willful misconduct. The indemnity obligations provided in this Agreement shall survive the termination of this Agreement and the Temporary License. 8. Insurance Requirements. Developer, at Developer's sole cost, and expense, shall obtain and keep in force during the term of this Agreement and the Temporary License the insurance coverages set forth on the attached Exhibit "C", which is incorporated herein by this reference. 9. Mechanic's Liens. Developer shall not permit any mechanics or other liens to be filed against the City Property as a result of or in connection with the rights granted under this Agreement. 10. No Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party, which consent may be withheld in such Party's sole and absolute discretion; provided, however, that City consent shall not be required in connection with an assignment by Developer if following such assignment SH-Menifee, LLC maintains not less than fifty-one percent (51%) ownership and/or control of the Hotel Development. Any assignment or delegation of rights, duties, or 882/031858-0003 15579304.2 a10/02/20 -3- obligations set forth in this Agreement in violation of this Section shall be void and of no effect. 11. Legal Action. In any action between City and Developer seeking the enforcement or interpretation of any of the terms or provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to allowable damages, injunctive or other relief, its reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and expert witness fees. 12. Notices. Any notice, request, approval or communication delivered by one Party to the other shall be in writing and delivered by one of the following methods: (a) personal delivery; or (b) reputable overnight commercial carrier or delivery service that provides a receipt with the time and date of delivery, addressed as follows: To Developer: SH-Menifee, LLC 1030 S. Summer Breeze Lane Anaheim, CA 92808 Attention: Hiral Patel hpatel@sagemonthotels.com and: SH-Menifee, LLC 1435 N. Coast Highway Laguna Beach, CA 92651 Attention: Ashok Patel Email: ashok@sagemonthotels.com To City: City of Menifee 29844 Haun Road Menifee, CA 92586 Attention: City Manager With a copy to: Rutan & Tucker, LLP 18575 Jamboree Road, 9th Floor Irvine, CA 92612 Attention: Jeffrey Melching Any notice addressed to the authorized party set forth above in this Section will be deemed received and effective on the earlier of: (i) the date of delivery if personally delivered; or (ii) one (1) day following the receipt of such notice by the overnight carrier or delivery service from the sender, as shown on the sender's delivery invoice from such carrier or service, if delivered by commercial carrier or delivery service. In addition to the foregoing, City shall endeavor to send via e-mail a copy of each Notice delivered by City pursuant to this Agreement. 882/031858-0003 15579304.2 a10/02/20 -4- 13. City Manager Authorityto o Implement. The City Manager or his or her designee is authorized to act on behalf of City with regard to any approval, consent, or other actions required by City in connection with this Agreement. 14. Amendments. Any amendments or modifications of this Agreement must be in writing and signed by the duly authorized representatives of the Parties. 15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. [signatures appear on next page] 882/031858-0003 15579304.2 a10/02/20 -5- The Parties have executed this Agreement as of the Effective Date. "Developer": SH-MENIFEE, LLC, a California limited liability company By: Hiral Patel, Manger-member "City": CITY OF MENIFEE, a California n�uni pal rporation By: Armando la, City Manager APPROVED AS TO FORM: RUT & TUCKER, LLP J r T. Melchi g, ity Attorney ATT ST: Sa ah Man4ii4t1g,,6ity Clerk 882/031858-0003 15579304.2 a10/02/20 -6- y}q qvq OZ/ZO/Ole Z 170£6L991 £000-8991£0/Z88 t 40 ANr f r • as�wH-�lr� _ r � N i r ;S' 1J8 618W8 k2pliwaS— Amodwel peradoid IW � . ,��� rJ Yam . }{ � ,' � ■. Y kl 12IOdM'36J All AAdMAd AiIO aNV Ai213dMAd 2J�MOIdnAa d0 N0113ld3a b ilglHX:l EXHIBIT B DEPICTION OF LICENSE AREA AND SPECIFICATIONS FOR TEMPORARY EMERGENCY ACCESS [See following pages] 882/031858-0003 15579304.2a10/02/20 Exhibit B PAe-R WTI LA W-= / DEL.DUG 20T-D 75S � PARCEL 20,PN 7629N O � lw �r+® mrT�.cnor xo_ SECTION A-A ' � - t7l mrnxnecrwrrnrwl au. r���W � ff izl '�xgX: ',/ % ,- ti .era. x�ur�•-rd _ y tiw au iei mee`t�ui w NIOID:B!lCMStn ex o xoR • 1pN� -��-�-�-„ Dnpmrr�F.Fxa�r GITY OF MENIFEE �+�ENgNEERING DEPARTMENT FAIRFIELD INN iSUfTES } "' •••d�••• 7SN PORARYA00M ROAD PUN —n— �a�r .+.wxl» lD/rO TOINi W/f7ER DNNE YEpIFEEG 882/031858-0003 15579304.2a10/02/20 Exhibit B GEO-ETKA, INC . Established 1965 f _ Soil Engineering and Geology (' Material Testing and Inspections 1801 East Helm Avenue,Suite 202,Orange,California 92866•Phone(714)771-6911•Email:geoetka@aol.com September 23, 2020 Job No: R-1 1714A-1 8-20 Owner and Client: SH-Menifee, LLC 1030 South Summer Breeze Lane Anaheim Hills, California 92808 General Contractor: Medearis Construction P.O. Box 89-2110 Temecula, California 92589 Grading Contractor: Roberts General Engineering 2855 Progress Place, Suite A Escondido, California 92029 Paving Contractor: SoCal Paving Company 5842 McFadden Avenue,Unit M Huntington Beach, California 92648 Civil Engineer: Goodman and Associates 2079 Sky View Drive Colton, California 92324 Architect: aeurbia Architect&Engineers J.M.Williams and Associates 909 West South Jordan Parkway South Jordan, Utah 84095 Approving Agency: Department of Building and Safety City of Menifee 29714 Haun Road Menifee, California 92586 Project: Fairfield Inn and Suites—Marriott Grading Permit No.: GP 18-039 Job Location: 30140 Town Center Drive Menifee, California 92584 Subject: Fire Truck Road Access Recommendations 1 882/031858-0003 15579304.2a10/02/20 Exhibit B GEO-ETKA INC. Job No: R-11714A-18-20 Scope It is proposed to prepare a temporary Fire Truck Access road, as per the contractor, Medearis Construction. Recommendations The proposed access road is to support fire apparatus weighing at least 70,000 pound vehicular load. Two (2) resistance "R" value tests performed and reported on 08-23-19 had values of 33 and 34. The subgrade soil shall be scarified to a depth of 8 inches,watered to at least+3%above Optimum Moisture content and compacted to at least 95%of its maximum dry density. An 8 inch layer of 3/4 inch aggregate base (per city specifications) shall be placed to a minimum of 95%compaction on subgrade soil. The temporary roadway shall be maintained through variable climatic conditions to ensure adequate access for the fire trucks and or emergency vehicles. A compaction report will be issued upon completion of the field work. This report is subject to review by the governing agencies. No work shall begin until an approval has been granted by the governing agencies. 2 882/031858-0003 15579304.2a10/02/20 Exhibit B GEO-ETKA INC. Job No: R-11714A-18-20 Questions, if any, regarding this report should be directed to this office. Respectfully submitted, GEO-ETKA, INC. C 08434 Gha as .E. Y Civil Engineer, C-38344 mac' ��i!• Expires 3-31-21 KCAL �11\' I\N- • , Ahmed Ali, President MS, REA 882/031858-0003 15579304.2 a10/02/20 Exhibit B EXHIBIT C INSURANCE REQUIREMENTS 1. General. Developer shall obtain, and at all times during the life of this Agreement and the Temporary License, maintain all of the insurance described herein. Surety companies and insurance companies shall familiarize themselves with all of the conditions and provisions of this Agreement, and they waive the right of special notification of any change or modification of this Agreement or of decreased or increased work or of the cancellation of this Agreement, or of any other acts by City or any other additionally insured, under the terms of this Agreement. Notwithstanding the provisions of any other contract or agreement, the failure of any surety company or insurance company to receive notification of any of the aforesaid changes shall in no way relieve the surety company or insurance company of its obligations under this Agreement. 2. Workers' Compensation Insurance. Developer shall provide during the life of this Agreement, Workers' Compensation Insurance as required by the State of California, with Statutory Limits and Employers' Liability insurance, in the amount of, at least, one million dollars ($1,000,000.00) per person per accident for bodily injury or disease. Developer shall provide City with a certificate of Employer's Liability Insurance. Such insurance shall comply with the provisions of this Agreement. The policy shall be endorsed, if applicable, to provide a Borrowed Servant/Alternate Employer Endorsement and shall contain a Waiver of Subrogation in favor of City for all work performed by Developer, its employee, agents and subcontractors. 3. Commercial General Liability Insurance. Developer shall procure and maintain during the life of this Agreement and for such other period as may be required herein, at its sole expense, "occurrence" form Commercial General Liability insurance coverage, at least as broad as the most current ISO CAL Form 00 01 including but not limited to, premises liability, contractual liability, products/completed operations, personal and advertising injury, independent contractors, Completed Operations/Products (for ten [10] years after final completion) and Blanket Contractual, which may arise from or out of Developer's operations, use, and management of the License Area, or the performance of its obligations hereunder. The policy shall not contain any exclusion contrary to this Agreement including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29); or (2) cross- liability for claims or suits against one insured against another. Policy limits shall not be less than $2,000,000 per occurrence for bodily injury, personal injury and property damage and general aggregate limit of not less than Four Million Dollars ($4,000,000) (or current limit, if greater) providing at least all of the following minimum coverage (with deductibles or self-insured retentions not to exceed $25,000). If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Defense costs shall be paid in addition to the limits with City and others covered having the right to select legal counsel. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. 882/031858-0003 15579304.2a10/02/20 Exhibit C The limits set forth herein shall not be construed to relieve Developer from liability in excess of such coverage, nor shall it limit Developer's indemnification obligations to City and others, and shall not preclude City from taking such other actions available to City under other provisions of this Agreement or law. Developer shall make certain that any and all subcontractors hired by Developer are insured in accordance with this Agreement. If any subcontractor's coverage does not comply with the foregoing provisions, Developer shall indemnify and hold the Indemnified Parties harmless from any damage, loss, cost, or expense, including attorneys' fees, incurred by the aforementioned as a result thereof. All general liability policies provided pursuant to the provisions of this Exhibit shall comply with all the provisions of this Agreement. All general liability policies shall be written to apply to all bodily injury, including death, property damage, personal injury, owned and non-owned equipment, blanket contractual liability, completed operations liability, explosion, collapse, under-ground excavation, removal of lateral support, and other covered loss, however occasioned, occurring during the policy term, and shall specifically insure the performance by Developer of that part of the indemnification contained in this Agreement relating to liability for injury to or death of persons and damage to property. If the coverage contains one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any aggregate limit has been paid or reserved, City may require additional coverage to be purchased by Developer to restore the required limits. Developer may combine primary, umbrella, and as broad as possible excess liability coverage to achieve the total limits indicated above. Any umbrella or excess liability policy shall include the additional insured endorsement described in this Agreement. 4. Automobile Liability Insurance. Developer shall take out and maintain at all times during the term of this Agreement a comprehensive "occurrence" form Automobile Liability Insurance at least as broad as ISO CA 00 01 (Any Auto) in the amount of, at least, two million dollars ($2,000,000) (or current limit carried, if higher) combined single limit for bodily injury and property damage, providing at least all of the following coverage (with deductibles or self-insured retentions not to exceed $25,000). Such insurance shall provide coverage for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to City. Such insurance shall comply with the provisions of this Agreement. 5. Form and Proof of Carriage of Insurance. Any insurance carrier providing insurance coverage required by this Agreement shall be admitted to and authorized to do business in the State of California unless waived, in writing, by the City Manager. Carrier(s) shall have an A.M. Best rating of not less than an A:VII, unless the City Manager agrees in writing to accept a different rating. Insurance deductibles or self- insured retentions must be declared by Developer, and such deductibles and retentions shall have the prior written consent from City. At the election of City Developer shall either 1) reduce or eliminate such deductibles or self-insured retentions, or 2) procure a bond which guarantees payment of losses and related investigations, claims administration, and defense costs and expenses. If umbrella or excess liability coverage is used to meet any required limit(s) specified herein, Developer shall provide a "follow form" 882/031858-0003 15579304.2 a10/02/20 Exhibit C endorsement satisfactory to City indicating that such coverage is subject to the same terms and conditions as the underlying liability policy. Developer shall cause its insurance carrier(s) to furnish City with either 1) a properly executed original Certificates(s) of Insurance and certified original copies of amendatory Endorsements effecting coverage as required herein, or 2) if requested to do so in writing by the City Manager, provide original certified copies of policies including all Endorsements and all attachments thereto, showing such insurance is in full force and effect. All certificates and endorsements are to be received and approved by City before work commences. The Indemnified Parties shall be named as Additional Insureds on Developer's and its subcontractors' policies of Commercial General Liability and Automobile Liability insurance using, for Developer's policy/ies of Commercial General Liability insurance, ISO CG forms 00 01, 20 10, and 20 37 (or endorsements providing the exact same coverage), and, for subcontractors' policies of Commercial General Liability insurance, ISO CG form 20 38 (or endorsements providing the exact same coverage). All of the following endorsements are required to be made a part of each of the above described policies:- a. "City of Menifee and its elected officials, officers, employees, agents, representatives, consultants, contract employees and volunteers are hereby added as additional insures but only as respects work done by, for, or on behalf of the named insures." b. Developer must procure and maintain in full force and effect during the term of this Agreement the following types of insurance with the following minimum coverage limits: $2,000,000 per occurrence and $4,000,000 aggregate for Commercial General Liability; $2,000,000 for Business Automobile Liability; $1,000,000 for Workers' Compensation; $1,000,000 per occurrence and $2,000,000 aggregate for Professional Liability; $1,000,000 per occurrence and $2,000,000 aggregate for Developers' Pollution Legal Liability; C. If Developer maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by Developer. Any available insurance proceeds in excess of the specific minimum limits of insurance and coverage shall be available to City. d. "This policy shall be considered primary insurance as respects any other valid and collectible insurance the City of Menifee and all other additionally insured may possess, including self-insured retention, the City of Menifee and all other additionally insured may possess, and any other insurance the City of Menifee and all other additionally insured do possess shall be considered excess insurance only." e. "This insurance shall act for each insured, and additional insured, as though a separate policy had been written for each. This, however, will not act to increase the limit of liability of the insuring company." 882/031858-0003 15579304.2 a10/02/20 Exhibit C f. "All and each additionally insured shall have the right to select their own defense counsel." g. "Thirty (30) days prior written notice of cancellation shall be given to City in the event of cancellation and/or reduction in coverage of any nature. Such notice shall be sent to: Yolanda Macalalad, City Engineer City Hall 29844 Haun Rd, Menifee California 92586 h. All policies of insurance shall contain a provision under which the insurance carrier waives its rights of subrogation with respect to City and the other parties names as additional insures. i. Developer hereby agrees to waive rights of subrogation which any insurer of Developer may acquire from Developer by virtue of the payment of any loss. Developer agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the Entity for all work performed by Developer, its employees, agents and subcontractors j. If an excess or umbrella liability policy is used to meet limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an excess or umbrella liability policy must include a "drop down provision" providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage must be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. There must be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. Coverage must be applicable to City for injury to employees of Developer, its subcontractors or others performing work to satisfy Developer's obligations under this Agreement. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review, but in no event may be less than $2,000,000 per occurrence and aggregate. k. The existence of the required insurance coverage under this Agreement will not be deemed to satisfy or limit Developer's indemnity obligations under this Agreement. Developer acknowledges that the insurance coverage and policy limits set forth in this Agreement constitute the minimum coverage and policy limits required. Any insurance proceeds available to City in excess of the limits and coverage required by this Agreement, and which is applicable to a given loss, must be made available to City to compensate it for such losses. 882/031858-0003 15579304.2 a10/02/20 Exhibit C Certificates of Insurance on AIA Document G705 (1978) or other City-approved form, shall be submitted to the City Engineer prior to commencement of the Work. Developer shall provide one copy of each required Certificate of Insurance for each copy of the Agreement. Developer shall furnish copies of separate certificates and endorsements for each Subcontractor. Developer agrees to furnish promptly to City originals of any endorsements issued after execution of this Agreement amending Developer's coverage or limits. Developer further agrees that, upon receipt of any notice of cancellation or alteration, Developer shall procure, within five (5) days, other policies of insurance similar in all respects to the policy or policies about to be canceled or altered. If Developer fails to provide acceptable policies of insurance, City may obtain such insurance at the cost and expense of Developer. Notwithstanding the minimum limits set forth in this Agreement for any type of insurance coverage, all available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as Additional Insureds hereunder. Developer and its insurance carriers shall provide a Waiver of Subrogation in favor of those parties. The Certificates(s) and policies of insurance shall contain or shall be endorsed to contain the covenant of the insurance carrier(s) that it shall provide no less than thirty (30) days written notice be given to City prior to any material modification or cancellation of such insurance. In the event of a material modification or cancellation of coverage, City may terminate this Agreement or stop the work in accordance with this Agreement, unless City receives, prior to such effective date, another properly executed original Certificate of Insurance and original copies of endorsements or certified original policies, including all endorsements and attachments thereto evidencing coverage's set forth herein and the insurance required herein is in full force and effect. Developer shall not take possession, or use the License Area, or commence any activities under this Agreement until City has been furnished original Certificate(s) of Insurance and certified original copies of endorsements or policies of insurance including all endorsements and any and all other attachments as required in this section. The original endorsements for each policy and the Certificate of Insurance shall be signed by an individual authorized by the insurance carrier to do so on its behalf. Certificate(s) of Insurance, policies and endorsements shall so covenant and shall be construed as primary, and City's insurance and/or deductibles and/or self-insured retentions or self-insured programs shall not be construed as contributory. Developer shall provide endorsement(s) to this effect, using ISO CG form 20 01 or endorsement(s) providing the exact same coverage, at City's request. City reserves the right to adjust the monetary limits of insurance coverage during the term of this Agreement including any extension thereof if in City's reasonable judgment, the amount or type of insurance carried by Developer becomes inadequate. Developer shall require all tiers of sub-Developers working under this Agreement to provide the insurance required under this Exhibit"C" unless otherwise agreed to in writing by City. 882/031858-0003 15579304.2a10/02/20 Exhibit C 6. Investigation and Cooperation. Developer agrees to assist in every manner possible in the reporting and investigation of any accident and, upon request, to cooperate with all interested insurance carriers in the handling of any claim by securing and giving evidence and obtaining the attendance of witnesses as required for the resolution of any claim or lawsuit. 7. Limitations. Nothing contained in these insurance requirements is to be construed as limiting the type, quality or quantity of insurance that Developer should maintain, or the extent of Developer's responsibility or liability for payment of damages resulting for Developer's operations under this Agreement. The carrying of the insurance specified herein shall not be construed to be a limitation of liability on the part of Developer or as a matter of law. 882/031858-0003 15579304.2 a 10/02/20 Exhibit C