Agmt25 YMCA-SV Right of Entry Agreement

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REV: 08-25-25 VR provide written notice to the City of a cancellation no later than five (5) business days before cancellation. (ii) Self-insured retentions and deductibles must be declared and approved by City. (c) Evidence of Insurance. Prior to commencement of work, YMCA-SV shall furnish City with certificates and specified endorsements evidencing compliance with these insurance requirements. YMCA-SV agrees to provide complete, certified copies of all required insurance policies if requested by City. (d) Acceptability of Insurers. Insurance shall be placed with insurers that maintain an A.M. Best rating of A-, VII or better or otherwise meet the written approval of City. (e) Contractors; Subcontractors. YMCA-SV shall ensure that contractors and subcontractors maintain insurance that complies with the requirements stated herein. 7. Indemnification by YMCA-SV. YMCA-SV shall defend, indemnify, protect and hold City harmless from any and all costs, expenses (including, without limitation, reasonable attorneys’ fees and expenses), claims, damages, losses, liabilities and demands arising from or related to YMCA-SV, or YMCA-SV’s agents’, employees’, contractors’ or consultants’, entry upon the Property or the exercise of YMCA-SV’s rights under this Agreement, whether occurring prior to, on or after the date of this Agreement, including (without limitation) (i) damage to the Property or any adjacent properties, buildings or improvements; (ii) injury to or death or any person, and/or (iii) the further release of any hazardous materials, including lead based paint or asbestos, presently existing on or about the Property as a result of testing for the same (collectively, “YMCA-SV’s Indemnity Obligations”). However, notwithstanding anything to the contrary contained herein, YMCA-SV shall have no liability under this Agreement with respect to the discovery of Hazardous Materials on the Property as a result of the Studies. YMCA-SV’s Indemnity Obligations and liability under this Section 7 shall survive the termination of this Agreement. 8. Mechanic’s Liens. YMCA-SV shall have no right, power or authority to bind City or any interest of City in the Property under any statute relating to mechanic’s liens by a contract for the furnishing of any work, labor, or material on or to the Property. In the event that any notice of mechanic’s liens is filed or given, YMCA-SV shall, without delay, cause the same to be released or discharged. 9. Miscellaneous. (a) Entire Agreement. This Agreement contains the entire agreement between the parties respecting the subject matter of this Agreement and supersedes all prior and contemporaneous understandings and agreements, whether oral or written, between the parties respecting the subject matter of this Agreement. (b) Choice of Law. This Agreement shall be governed by the laws of the State of California. ATTY/AGR.2025.223/YMCA of Silicon Valley (Utility Potholing) (Page 4 of 9)