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4. Naming City, its Council, commissions, boards,
<br />committees, officers, employees and agents as additional insureds;
<br />and
<br />5. Providing that Developer's insurance will be primary
<br />insurance relating to Contractor's work hereunder with respect to
<br />City, its Council, commissions, boards, committees, officers,
<br />employees and Agents, and further providing that any insurance or
<br />self-insurance maintained by City for itself, its Council, commissions,
<br />boards, committees, officers, employees and agents will be excess
<br />of Contractor's insurance and will not be contributory with it. Such
<br />insurance will also specifically insure any contractual liability
<br />assumed by Developer under the terms of this Agreement, including,
<br />but not limited to, the provisions of subsection (a) above.
<br />In the event that Developer's insurance is cancelled, Developer will provide
<br />replacement coverage or all work must cease as of the cancellation date until
<br />replacement insurance coverage is provided. City, by written notice to Developer,
<br />may increase the above required insurance limits from time to time but not more
<br />than once every 5 years and the new limits shall not be increased beyond the
<br />amounts which are generally maintained by prudent owners of similar properties.
<br />9. PERMITS AND APPROVALS. To the extent that performance of the
<br />Maintenance Services or other Activities requires permits or governmental approvals,
<br />Developer will, at its sole cost and expense, obtain such permits and approvals. City will
<br />issue encroachment permits, from time to time, on the terms set forth in Section 8 above.
<br />10. TERM. This Agreement will commence immediately upon the Effective
<br />Date and will continue in perpetuity until and unless terminated by City.
<br />11. INDEMNIFICATION. Developer will indemnify, defend and hold City, its
<br />Council, boards, offices, commissions, agents and employees harmless from liens,
<br />claims, demands, actions, causes of action, obligations, liabilities, damages, losses, costs
<br />and expenses, including reasonable attorneys' fees (individually, a "Claim" and
<br />collectively, "Claims"), which may arise from or in any manner relate to any work
<br />performed or services provided under this Agreement by Developer, or Developer's
<br />contractors, subcontractors, agents or employees, including, but not limited to, the
<br />performance of the Maintenance Services or other Activities. Notwithstanding the
<br />forgoing, Developer will not be obligated under this Agreement to defend and/or indemnify
<br />City to the extent that any Claim is caused by the gross negligence or willful misconduct
<br />of City or its agents or employees. The aforementioned indemnity will apply regardless
<br />of whether or not City has prepared, supplied or approved plans and/or specifications for
<br />the Improvements and regardless of whether any insurance required under this
<br />Agreement is applicable to any Claims. This Section 11 will survive termination of this
<br />Agreement.
<br />REV: 01-20-2021 PR
<br />ATTY/AGR.2021.008/1548 Maple LLC (Page 7 of 29)
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