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insurance will also specifically insure any contractual liability assumed
<br />by Developer under the terms of this Agreement, including, but not
<br />limited to, the provisions of subsection (a) above.
<br />In the event that Developer's insurance is cancelled, Developer
<br />will provide replacement coverage or all work must cease as of the
<br />cancellation date until replacement insurance coverage is provided.
<br />9. Permits and Approvals. To the extent that performance of the Maintenance
<br />Services or other Activities requires permits or governmental approvals, Developer will,
<br />at its sole cost and expense, obtain such permits and approvals. City will issue
<br />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 Date
<br />and will continue in perpetuity until and unless terminated by City.
<br />11. Indemnification. Developerwill indemnify, defend and hold City, its Council,
<br />boards, offices, commissions, agents and employees harmless from liens, claims,
<br />demands, actions, causes of action, obligations, liabilities, damages, losses, costs and
<br />expenses, including reasonable attorneys' fees (individually, "Claims" and collectively,
<br />"Claims"), which may arise from or in any manner relate to any work performed or services
<br />provided under this Agreement by Developer, or Developer's contractors, subcontractors,
<br />agents or employees, including, but not limited to, the performance of the Maintenance
<br />Services or other Activities. Notwithstanding the forgoing, Developer will not be obligated
<br />under this Agreement to defend and/or indemnify City to the extent that any Claim is
<br />caused by the gross negligence or willful misconduct of City or its agents or employees.
<br />The aforementioned indemnity will apply regardless of whether or not City has prepared,
<br />supplied or approved plans and/or specifications for the Improvements and regardless of
<br />whether any insurance required under this Agreement is applicable to any Claims. This
<br />Section 11 will survive termination of this Agreement.
<br />12. Default. The failure to maintain the Improvements will constitute an event
<br />of default. Upon such event of default, City will provide written notice to Developer. Upon
<br />receipt of the written notice, Developer will have thirty (30) days to remedy such event of
<br />default (or such longer period of time as may reasonably be required, as determined by
<br />City, provided that Developer will commence to remedy such default within thirty (30)
<br />days period and thereafter diligently prosecute such remedy to completion). If Developer
<br />fails to remedy the event of default within the prescribed time period, City will have the
<br />right to do all work necessary to remedy the event of default and charge Developer
<br />pursuant to the terms of Section 6 (City's Right to Perform Maintenance, Formation of
<br />Special District).
<br />13. Notices. Any notices relating to this Agreement will be given in writing and
<br />will be deemed sufficiently given and served for all purposes when delivered personally
<br />or by generally recognized overnight courier service, or five (5) days after deposit in the
<br />United States mail, certified or registered, return receipt requested, with postage prepaid,
<br />addressed as follows:
<br />REV: 03-15-23 SK
<br />ATTY/AGR.2023 050/Trammell Crow Company (200 Twin Dolphin - LMA) (Page 7 of 14)
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