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9. Failure to Maintain Treatment Measures. In the event Developer fails to
<br />maintain the stormwater treatment measure(s) as shown on the approved Site Plan in
<br />good working order acceptable to City and in accordance with the Inspection and
<br />Maintenance Checklist, City and its authorized agents and employees may enter the
<br />Property and take whatever steps it deems necessary and appropriate to return the
<br />stormwater treatment measure(s) to good working order. City will provide reasonable
<br />notice before such entry, provided that notice will not be necessary if emergency
<br />conditions require immediate remedial action. This provision will not be construed to
<br />allow City to erect any structure of a permanent nature on the Property. It is expressly
<br />understood and agreed that City is under no obligation to maintain or repair the
<br />stormwater treatment measure(s) and in no event will this Agreement be construed to
<br />impose any such obligation on City.
<br />10. Reimbursement of Cit Ex enditures. In the event City, pursuant to this
<br />Agreement, performs work of any nature (direct or indirect), including any re -inspections
<br />or any actions it deems necessary or appropriate to return the stormwater treatment
<br />measure(s) to good working order as indicated in Section 9 (Failure to Maintain Treatment
<br />Measures), or expends any funds in the performance of said work for labor, use of
<br />equipment, supplies, materials, and the like, Developer will reimburse City for costs
<br />incurred by the City hereunder. Developer will make such reimbursement payments within
<br />thirty (30) days of receiving an invoice from City. If these costs are not paid within the
<br />prescribed time period, City may assess Developer the cost of the work, both direct and
<br />indirect, and applicable penalties. Said assessment will be a lien against the Property or
<br />may be placed on the property tax bill and collected as ordinary taxes by City. The actions
<br />described in this section are in addition to, and not in -lieu -of, any and all legal remedies
<br />as provided by law, available to City as a result of Developer's failure to maintain the
<br />stormwater treatment measure(s).
<br />11. Indemnification. Developer will indemnify, hold harmless and defend City
<br />and its authorized agents, officers, officials and employees from and against any and all
<br />claims, demands, suits, damages, liabilities, losses, accidents, casualties, occurrences,
<br />payments, costs and expenses, including attorney's fees, claimed or which might arise or
<br />be asserted against City that are alleged or proven to result or arise from the construction,
<br />presence, existence or maintenance of the stormwater treatment measure(s) by
<br />Developer or City (each, individually, a "Claim," and collectively, "Claims"). In the event
<br />such a Claim is asserted against City, its authorized agents, officers, officials or
<br />employees, City will promptly notify Developer and Developer will defend at its own
<br />expense any suit based on such Claim. This section will not apply to any Claims that arise
<br />due to the gross negligence or willful misconduct of City. This Section 11 will survive the
<br />early termination of this Agreement.
<br />12. Insurance. Developer will obtain and maintain in full force and effect during
<br />the term of this Agreement the following insurance policies:
<br />12.1 General Liability. Developer shall maintain commercial general
<br />liability insurance with coverage at least as broad as Insurance Services Office
<br />form CG 00 01, in an amount not less than Two Million Dollars ($2,000,000) per
<br />occurrence, Four Million Dollars ($4,000,000) general aggregate, for bodily injury,
<br />REV: 09-27-24 VR
<br />ATTY/AGR.2024.174/Redwood Crossing LLC (557 E Bayshore STMMA) (Page 4 of 26)
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