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d. Additional Remedies.The Developer acknowledges and agrees that the City may
<br /> also pursue any and all other remedies available in law or equity in the event of a breach of the Developer's
<br /> obligations and agreements set forth herein.
<br /> e. Intention of Citv. Nothing in this Section 6 shall be construed,either expressly or
<br /> by implication,as indicating an intention of the City to exercise dominion or control over the Improvements.
<br /> 7. NO IlVIPAIRMENT OF LIEN. No violation or breach of the agreements, conditions,
<br /> restrictions,provisions or limitations contained in this Agreement sha11 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 sha11 be bound by
<br /> such agreements, conditions, restrictions, limita.tions and provisions, whether such successor's title was
<br /> acquired by foreclosure,deed in lieu of foreclosure,tnistee's sale or otherwise.
<br /> 8. ENCROACHIVIENT 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 pernut 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 located
<br /> within the City rights-of-way, and may temporarily block reasonably necessary portions of the adjoining
<br /> street surfaces,solely for the purpose of performing Maintenance Services,and incidental purposes thereto,
<br /> such as operating equipment and storing materials during the period maintenance services aze being
<br /> performed(collectively,"Activities"). The Developer sha11 not use such areas for any other purpose.
<br /> b. Insurance. The Developer sha11 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, officers, agents and employees are covered as additional insureds under
<br /> a11 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 sha11 not permit any contractor or subcontractor to commence or continue
<br /> perfornvng Maintenance Services or other Activities until the certificates or any substitute certificates have
<br /> 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 cost
<br /> and expense,obtain such permits and approvals. The City shall issue encroachment permits,from time to
<br /> time,on the terms set forth in Section 8 above.
<br /> 10. TERM. This Agreement shall commence immediately upon the Effective Date and sha11
<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, boazds, offices, commissions, agents and employees harmless from liens, claims, demands,
<br /> ATTY/AGR/2014.086/RWC 1856—755 BREWSTER(LMA)
<br /> REV:06-04-14 VR
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