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Developer shall be responsible for obtaining any additional rights of access to the Site that are
<br />necessary to prepare the Developer's Studies. The City may impose reasonable limitations on
<br />access to the Site, and may require Developer to provide City with proof of insurance in
<br />compliance with City's requirements prior to performance of studies on the Site. City's advance
<br />written approval shall be required for any invasive testing. Developer agrees that unless City
<br />agrees otherwise in writing, Developer shall repair, restore, and return the Site and all
<br />improvements located thereon to their condition prior to any such testing at Developer's sole cost
<br />and expense. Developer shall at all times keep the Site free and clear of all liens and
<br />encumbrances.
<br />Developer shall indemnify, defend, and hold the City and its elected and appointed
<br />officers, officials, employees, consultants, agents and representatives (collectively, the
<br />"Indemnitees") harmless from and against all liability, loss, cost, claim, demand, action, suit,
<br />legal or administrative proceeding, penalty, deficiency, fine, damage and expense (including
<br />without limitation reasonably attorney's fees and of litigation) (all of the foregoing, collectively
<br />"Claims") arising out of Developer's and Developer's agents, employees, consultants,
<br />representatives and contractor's entry on the Site or otherwise arising out of the exercise of this
<br />right of access. Developer's defense and indemnity obligations pursuant to this Section 8.2
<br />shall survive the expiration or earlier termination of this Agreement.
<br />9. City's Reports Obligations, and Studies. Within fifteen (15) days following the
<br />Effective Date, City shall make available to Developer for review or copying at Developer's
<br />expense all nonprivileged studies, surveys, plans, specifications, reports, and other documents
<br />with respect to the Site that City has in its possession or control. Studies or documents prepared
<br />by City and its agents solely for the purpose of negotiating the terms of an agreement for
<br />development of the Site are excluded from this requirement.
<br />City and Developer agree to work cooperatively on hydrology and other tidal action
<br />studies in order to formulate strategies for (i) maintenance of the federal channel in order to
<br />allow access to a boat launch ramp, and (ii) maintenance of a reasonable water level in the
<br />current boat harbor basin that, at a minimum, maintains water in the basin at low tide and keeps
<br />the water free of debris and odor. City agrees to use best efforts to make a determination
<br />regarding the continued use of the harbor by not later than March 1, 2009.
<br />10. City Ownership of Site. The City owns, and plans to maintain ownership of the Site.
<br />Ground lease rates for the Site will be subject to approval by the City Council, and will be based,
<br />without limitation, on such factors as market conditions, density of development, costs of
<br />development, risks to the City, risks to the Developer, estimated Developer profit, public purpose
<br />and/or fair value for the uses permitted to be developed, and financial requirements of the City.
<br />11. Communi Participation.
<br />A. Developer agrees to attend and assist in planning the agenda for all Shoreline
<br />Development Citizens Advisory Committee ("CAC") meetings, and agrees to inform
<br />CAC members on issues related to the Project such as the market, benefits and challenges
<br />of hotel/convention centers, restaurants, office, and residential development. Developer
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