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In the event the Property Owner disputes any City invoice, the City and Property Owner
<br /> shall work together in good faith to resolve such dispute.. If the parties are unable to resolve
<br /> the dispute, the Property Owner expressly reserves the right to challenge the validity,
<br /> amount or scope of any City invoice submitted in accordance with City's procedural
<br /> requirements as set forth in the City's Municipal Code. Upon the City's final determination of
<br /> the disputed invoice(s), if the parties have still not reached a mutually acceptable resolution,
<br /> the City and Property Owner may exercise all available rights and remedies it may have at
<br /> law or in equity_
<br /> 10. Indemnification. The Property Owner shall indemnify, hold harmless and defend the
<br /> City and its authorized agents, officers, officials and employees from and against any and all
<br /> claims, demands, suits, damages, liabilities, losses, accidents, casualties, occurrences, and
<br /> payments, including attorney fees, which might arise or be asserted against the City that are
<br /> alleged or proven to result or arise from the construction, presence, existence or
<br /> maintenance of the stormwater treatment measure(s) installed and maintained by the
<br /> Property Owner on the Property pursuant to this Agreement (collectively"Claim"). In the event
<br /> such a Claim is asserted against the City, its authorized agents, officers, officials or
<br /> employees, the City shall promptly notify the Property Owner and the Property Owner shall
<br /> defend at its own expense any suit based on such Claim If any judgment or Claim against
<br /> the City, its authorized agents, officers, officials or employees shall be allowed, the Property
<br /> Owner shall pay for all costs and expenses in connection herewith. This section shall not
<br /> apply to any claims, demands, suits, damages, liabilities, losses, accidents, casualties,
<br /> occurrences, and payments, including attorney fees claimed which arise due to the gross
<br /> negligence or willful misconduct of the City.
<br /> 11. No Additional Liability. It is the intent of this Agreement to insure the proper
<br /> maintenance of the stormwater treatment measure(s) by the Property Owner, provided,
<br /> however, that this Agreement shall not be deemed to create or effect any additional liability
<br /> not otherwise provided by law of any party for damage alleged to result from or caused by
<br /> storm water runoff..
<br /> 12. Performance Financial Assurance. Upon the occurrence of an uncured Maintenance
<br /> Deficiency, the City may request the Property Owner to provide a performance bond,
<br /> security, or other appropriate financial assurance providing for the maintenance of the
<br /> stormwater treatment measure(s) pursuant to the City's Stormwater Regulations
<br /> 13. Transfer of Property. This Agreement shall run with the title to the land and any
<br /> portion thereof. The Property Owner further agrees whenever the Property or any portion
<br /> thereof is held, sold, conveyed or otherwise transferred, it shall be subject to this
<br /> Agreement which shall apply to, bind and be obligatory to all present and subsequent
<br /> owners of the Property or any portion thereof. Upon the transfer of the Property to a
<br /> successor party, the successor party shall constitute the "Property Owner" hereunder and
<br /> all predecessors-in-interest to such successor party shall be fully relieved of the obligations
<br /> hereunder and shall have no liability for any default or failure to perform occurring from and
<br /> after the date of such transfer of the Property.
<br /> 14. Notices. The name of the persons who are authorized to give written notices or to
<br /> receive written notice on behalf of City and on behalf of the Property Owner under this
<br /> Agreement.
<br /> ATTY/AGR/2013 243/950 MIDDLEFIELD STORMWATER TREATMENT MEASURES
<br /> REV:12-11-13 VR
<br /> Page 5 or 19
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