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219\3064780.4 3 2. Nonexclusiveness of Permit. This Permit is nonexclusive and nonpossessory. The Company Parties must allow access to Permit Property representatives of City and any other parties possessing prior rights, unless separate arrangements are made with such parties. This Agreement is not intended to, nor shall it be interpreted to, create or vest in Company any leasehold or any other property rights or interests in the Permit Property. 3. Prior Rights. This Permit is made subject and subordinate to the prior and continuing right of City to use the Permit Property for any uses in which City is engaged on the Permit Property as of the Effective Date. 4. Term of Permit. The term of this Permit and right of entry granted hereby, shall commence on the Effective Date and shall terminate on June 15, 2031 (“Term”). City may immediately terminate or suspend this Permit by notice to Company following Company’s breach of its obligations under this Agreement. Additionally, City may terminate this Agreement without cause upon ninety (90) days’ notice to Company. Company’s indemnity obligations set forth in this Agreement survive termination of this Permit for any reason. Company may terminate this Agreement at any time after the first annual anniversary of the Effective Date upon ninety (90) days’ notice to the City and payment of a one-time termination fee equivalent to three (3) months’ of Permit Fees and License Fees as set forth in Section 1 of this Agreement. 5. Conditions of Access. The Company Parties’ entry onto the Permit Property shall be limited to performing the Permitted Activities. Additionally, the Company Parties’ use of the Permit Property shall be consistent with this Agreement. Without limiting the foregoing, the Company Parties will adhere to the following specific requirements: a. Company covenants that it shall enter the Permit Property in such manner and at such time as shall not interfere with any other existing use of the Permit Property. City covenants that it shall reasonably cooperate with Company so that the Company Parties’ entry may be handled in an efficient manner and so as to avoid any unreasonable delays with respect to the Permit or the Permitted Activities. Company hereby waives and releases City for any claim for damages against City in the event that Company’s entry onto the Permit Property, or any of the Permitted Activities are delayed for any reason whatsoever, except and t o the extent caused by the gross negligence or willful misconduct of any representatives of City. b. The Company Parties shall be liable for any damage to the Permit Property or other City Property (“City Property”) and non-City property (“Non-City Property”) that occurs as a result of this Permit and the Permitted Activities, except and to the extent: 1) such damage is required as a condition to Company’s completion of the Permitted Activities, in which case Company shall, to the extent necessary and feasible, promptly restore City Property to its condition existing prior to the commencement of such activities; and 2) the damage is caused by the gross negligence or willful misconduct of City. Any damage to City Property caused by the Company Parties in violation of this Agreement shall be promptly, as determined by the City, repaired to the satisfaction of City at Company’s sole cost and expense. c. Company shall not encroach on the public right of way adjacent to the Permit Property unless Company has applied for and received any necessary approvals and/or 377