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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, officers, 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 Developers 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 />REV: 07-16-18 PR
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<br />ATTY/AGR.2018.156/LMA - 450 Maple, LLC
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