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mortgage or deed of trust, uniess the mortgagee or beneficiary thereunder expressly
<br /> subordinate its interest, of record, to such lien. Any lien in favor of the City created or
<br /> claimed hereunder is expressly made subject and subordinate to any mortgage or deed
<br /> of trust made in good faith and for value, recorded as of the date of the recordation of the
<br /> Notice of Claim of Lien, and no such lien shall in any way defeat, invalidate, or impair the
<br /> obligation or priority of any such mortgage or deed of trust, unless the mortgagee or
<br /> beneficiary thereunder expressly subordinates its interest, of record, to such lien. The
<br /> actions described in this section are in addition to, and not in-lieu-of, any and all legal
<br /> , remedies as provided by law, available to the City as a result of the Property Owner's
<br /> failure to maintain the treatment measure(s).
<br /> 10. Indemnification. The Property Owner shall indemnify, hold harmless and defend
<br /> the City and its authorized agents, officers, officials and employees from and against any
<br /> and all claims, demands, suits, damages, liabilities, losses, accidents, casualties,
<br /> occurrences, claims and payments, including attomey fees, which might arise or be
<br /> asserted against the City that are alleged or proven to result or arise from the construction,
<br /> presence, existence or maintenance of the treatment measure(s) by the Property Owner
<br /> pursuant to this Agreement (collectively "claim"). In the event a claim is asserted against
<br /> the City, its authorized agents, officers, officials or employees, the City shall promptly notify
<br /> the Property Owner and the Property Owner shall defend at its own expense any suit
<br /> based on such claim. If any judgment or claims against the City, its authorized agents,
<br /> officers, officials or employees shall be allowed, the City shall promptly notify the Property
<br /> Owner and the Property Owner shall defend at its own expense any suit based on such
<br /> Claim. Should there be any judgment or claim against the City, its authorized agents,
<br /> officers, officials or employees, the Property Owner shall pay for all costs and expenses in
<br /> connection herewith. This section shall not apply to any claims, demands, suits, damages,
<br /> liabilities, losses, accidents, casualties, occurrences, and payments, including attomey fees
<br /> which arise due to the gross negligence or willful misconduct of the City.
<br /> 11. No Additional Liabilitv. It is the intent of this Agreement to insure the proper
<br /> maintenance of the treatment measure(s) by the Property Owner; provided, however, that
<br /> this Agreement shall not be deemed to create or effect any additional liability not otherwise
<br /> provided by law of any party for damage alleged to result from or caused by storm water
<br /> runofF.
<br /> 12. Performance Financial Assurance. Upon the occurrence of an uncured
<br /> Maintenance Deficiency, the City may request the Property Owner to provide a
<br /> performance bond, security, or other appropriate financial assurance providing for the
<br /> maintenance of the stormwater treatment measure(s) pursuant to the City's ordinances,
<br /> guidelines, criteria or written direction.
<br /> 13. Transfer of Propertv. 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. The Property Owner agrees not to sell,
<br /> transfer, assign, or otherwise dispose of ownership of the Property, unless the
<br /> REV:03-21-14 VR
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<br /> ATTY/AGR.2014.039/Indigo 525 Middlefield -Stormwater Agreement
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