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endorsement stating that the insurer waives any right to subrogation against the
<br />City, its officers, agents, employees, and volunteers.
<br />6.2. Notice of Cancellation. All insurance policy requirements will be in force during
<br />the life of the Easement Agreement and will not be canceled during the term of this
<br />Easement Agreement without Developer providing thirty (30) days prior written notice to
<br />City sent pursuant to the Notice provisions of this Agreement.
<br />6.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
<br />of this Agreement, Developer shall provide to City certificates of insurance and above -
<br />referenced endorsements sufficient to satisfaction of City's Risk Manager. In no event
<br />shall Developer commence any work or provide any Services under this Agreement until
<br />certificates of insurance and endorsements have been accepted by City's Risk Manager.
<br />6.4 Failure to Maintain Coverage. If Developer fails to comply with these insurance
<br />requirements, then City will have the option to declare Developer in breach of contract.
<br />6.5 Submission of Insurance Policies. City reserves the right to require, at any time,
<br />complete copies of any or all required insurance policies and endorsements.
<br />7. Indemnification. Developer agrees to indemnify, defend, reimburse and hold
<br />harmless the City, and each of its councilmembers, commissioners, officers, employees,
<br />representatives, agents, and contractors ("Indemnified Parties"), from and against any and all
<br />demands, claims, legal or administrative proceedings, losses, costs, penalties, fines, liens,
<br />judgments, damages and liabilities of any kind ("Claims"), arising in any manner out of (a) any
<br />injury to or death of any person or damage to or destruction of any property occurring within any
<br />part of the Easement Area, whether such injury, death, damage or destruction is caused by the
<br />person or property of the Developer, its officers, directors, members, employees, agents,
<br />consultants, contractors or subcontractors (collectively, "Agents"), members of the public,
<br />Agent's invitees, guests or visitors (collectively, "Invitees"), or third persons, relating to any use
<br />or activity under this Easement Agreement, (b) the use of the Easement Area or any activities
<br />conducted thereon by the Developer, its Agents or Invitees, or third persons, relating to any use
<br />or activity under this Easement Agreement, (c) any release or discharge, or threatened release or
<br />discharge, of any Hazardous Material caused or allowed by the Developer, its Agents or Invitees,
<br />on, in, under or about the Easement Area, any improvements or into the environment, or (d) any
<br />failure by the Developer to faithfully observe or perform any terms, covenants or conditions of
<br />this Easement Agreement; except solely to the extent of Claims resulting directly from the gross
<br />negligence or willful misconduct of Indemnified Parties. In addition to the Developer's
<br />obligation to indemnify the Indemnified Parties, the Developer specifically acknowledges and
<br />agrees that it has an immediate and independent obligation to defend the Indemnified Parties
<br />from any Claims that fall within this indemnity provision even if such allegation is or may be
<br />groundless, fraudulent or false, which obligation arises at the time such claim is tendered to the
<br />Developer by any of the Indemnified Parties and continues at all times thereafter. The foregoing
<br />indemnity shall include, without limitation, reasonable attorneys', experts' and consultants' fees
<br />and costs, investigation and remediation costs and all other reasonable costs and expenses
<br />incurred by the Indemnified Parties. The Developer's obligations under this Section shall survive
<br />the termination of this Easement Agreement. Indemnified Parties shall have no liability to the
<br />REV: 04-19-2023 JB
<br />ATTY/AGR.2023,085/SI XX, LLC (Broadway Plaza Easement and Maintenance Agreement) (Page 5 of 31)
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