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