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person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the City before execution of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Risk Manager of City may approve a variation in the insurance requirements upon a determination that the coverages, scope, limits and forms of such insurance are either not commercially available or that City's interests are otherwise fully protected. City hereby acknowledges and agrees that the evidence of insurance provided by CVS as lessee of the Developer Parcel is deemed to be in compliance with the terms of this paragraph 18. 20. Assignment. This Agreement shall not be assignable by Developer without the approval of City, which approval shall not be unreasonably withheld, conditioned, or delayed; provided, however, that Developer may, by only providing notice to City of such assignment, assign its rights and obligations hereunder to: (a) a parent, successor, subsidiary,joint venturer, or affiliate of Developer, now or hereinafter existing, (b) a subsequent owner of the Developer Parcel, and/or (c) a tenant of the Developer Parcel. An assignment to a subsequent owner of the Developer Parcel shall occur automatically upon transfer to the subsequent owner of fee title to the Developer Parcel. Any assignment under clauses (a) and/or (b) above shall release the assignor from all obligations under this Agreement and all liability to City and third parties, except for liability arising out of actions of said assignor occurring prior to the transfer of title to the Developer Parcel. 21. Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreements or understandings (whether oral or written) between or among the parties relating to the subject matter of this Agreement which are not fully expressed herein. This Agreement may not be amended except pursuant to a written instrument signed by all parties. 22. Severability. If any one or more of the covenants or agreements or portions thereof provided in this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable or unenforceable, such covenant or covenants, such agreement or agreements, or such portions thereof shall be null and void and shall be deemed separable from the remaining covenants or agreements or portions thereof and shall in no way affect the validity or enforceability of the remaining portions of this Agreement. 23. Intentionally Omitted. Notice. All notices given or which may be given pursuant to this Agreement shall be in writing and transmitted by United States mail or by private delivery systems or by facsimile if followed by United States mail or by private delivery systems as follows: To the City: Attn: Engineering and Transportation Department City of San Leandro 835 East 14th Street San Leandro, CA 94577 Fax: 510-577-3492 7 Encroachment Agreement