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<br />3 . MEDIATION AND ARBITRATION. In the event of any dispute between Owner and City arising out
<br />of the subject matter of this Agreement, Owner and City agree that they will first mediate their dispute,
<br />and then, if necessary, arbitrate their dispute.
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<br />4. No PARTNERSHIP. Neither this Agreement nor any ofthe documents referred to in it are intended
<br />to, nor shall they, constitute an agreement to form a partnership, joint venture, or other association
<br />between City and Owner, or between Owner and any other person or entity.
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<br />5. REIMBURSEMENT OF THE CITY'S EXPENDITURE. If the Owners are obligated to perform cer-
<br />tain work pursuant to this Agreement and the Owners fail to perform that work within thirty (30) days of
<br />receiving written notice from the City to perform that work, then the City may perform that work and
<br />Owners shall reimburse the City for all its costs. In the event the City, pursuant this Agreement, performs
<br />work of any nature (direct or indirect), including any re-inspections or any actions it deems necessary or
<br />appropriate to return the Trees, grades and sidewalks to good working order, or expends any funds in the
<br />performance of said work for labor, use of equipment, supplies, materials, and the like, Owners shall re-
<br />imburse City upon demand within thirty (30) days of receipt thereof for the costs incurred by City here-
<br />under.
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<br />6. INDEMNIFICATION. Owners shall indemnify, hold harmless and defend City, its authorized agents,
<br />officers, officials and employees from and against any and all claims, demands, suits, damages, liabilities,
<br />losses, accidents, casualties, occurrences, claims and payments, including attorney fees claimed or which might
<br />arise or be asserted against the City that are alleged or proven to result or arise from the construction, pres-
<br />ence, existence or maintenance of trees and associated installations by Owners or City. In the event a claim is
<br />asserted against City, its authorized agents, officers, officials or employees, the City shall promptly notify
<br />Owners and Owners shall defend at its own expense any suit based on such claim. If any judgment or claims
<br />against City, its authorized agents, officers, officials or employees shall be allowed, Owners shall pay for all
<br />costs and expenses in connection herewith. This section shall not apply to any claims, demands, suits, dam-
<br />ages, liabilities, losses, accidents, casualties, occurrences, claims and payments, including attorney fees claimed
<br />which arise due solely to the negligence or willful misconduct of City.
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<br />7. MISCELLANEOUS. Neither Party shall assign this Agreement or any interest in it or any money
<br />due or to become due under it voluntarily, involuntarily, or by operation of law without the other Party's
<br />prior written consent, which the other Party may withhold in its sole and absolute consent. In the event of
<br />litigation, arbitration or other legal proceeding between the Parties, or if a party becomes involved in
<br />litigation because of wrongful acts of the other party, the court or other authority will award reasonable
<br />attorney fees to the prevailing party. Time is of the essence ofthis Agreement. This Agreement shall be
<br />governed by the laws of the State of California. This Agreement contains the entire understanding
<br />between the Parties, and may not be modified except by a written instrument signed by both Parties. The
<br />titles and headings of the various sections of this Agreement are intended solely for convenience of
<br />reference and are not intended to explain, modify or place any construction on any of the provisions of
<br />this Agreement. All provisions of this Agreement are separate and divisible, and if any part is held
<br />invalid, then the remaining provisions shall continue in full force and effect. Faxed copies of this
<br />Agreement and the Parties' signatures shall be treated as originals.
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