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<br />Property to a condition reasonably acceptable to Owner. City Improvements removed from the
<br />Property become the property of the City upon removal.
<br />5. TERMINATION. Either Party may terminate this Agreement by providing at least
<br />90 days written notice of termination to the other Party. If such notice is provided by Owner,
<br />then, in order for the termination to be effective, Owner must pay to the City a Termination
<br />Payment no later than the termination date of the Agreement. The “Termination Payment” is
<br />the value as of the termination date of the Agreement of all City Improvements made to the
<br />Property by the City after the effective date of this Agreement, except for those improvements
<br />that the City determines to remove prior to the termination date. For purposes of determining
<br />the value of an improvement, the Parties agree that an improvement’s value is deemed to be the
<br />City’s cost to construct the improvement depreciated on a straight -line basis for 15 years. (For
<br />example, this means that an improvement that cost $100,000 would have $50,000 value 7.5
<br />years after construction and zero value on the 15th anniversary of construction ). The City will
<br />provide the Termination Payment information to the Owner within 30 days of receiving the
<br />written notice of termination of this agreement by Owner.
<br />6. INDEMNIFICATION.
<br />A. Owner hereby agrees to save the City, its officers, employees and agents
<br />harmless and indemnify them from all loss, claims or damage occasioned to the City, its officers,
<br />employees or agents or to any third person or property by reason of any act or omission of
<br />Owner, its employees, subcontractors or agents which arises as a result of this Agreement, and
<br />shall, after reasonable notice thereof, defend and pay the expense of defending any claim or suit
<br />which may be commenced against the City, its officers, employees or agents, or any third person
<br />alleging injuries to person and/or damage to property by reason of such act or omission and will
<br />pay any judgment which may be obtained against the City, its officers, employees, agents or third
<br />persons in such suit. Any damages and expenses arising from any lawsuits, actions or claims in
<br />connection with loss of life, bodily or personal injury, or property damage arising from the use by
<br />the City of the subject property shall be allocated between the City and Owner based on each
<br />party’s comparative negligence or fault.
<br />B. The City hereby agrees to save Owner, its officers, employees and agents
<br />harmless and indemnify them from all loss, claims or damage occasioned to Owner, its officers,
<br />employees or agents or to any third person or property by reason of any act or omission of the
<br />City, its employees, subcontractors or agents which arises as a result of this Agreement, and shall,
<br />after reasonable notice thereof, defend and pay the expense of defending any claim or suit which
<br />may be commenced against Owner, its officers, employees or agents, or any third person alleging
<br />injuries to person and/or damage to property by reason of such act or omission and will pay any
<br />judgment which may be obtained against Owner, its officers, employees, agents or third persons
<br />in such suit.
<br />C. In the event of acts of joint negligence, liability of Owner, the City, or third
<br />party shall be allocated on the basis of proportionate fault. Each party shall pay its own defense
<br />costs. This indemnity includes claims of employees of Owner and the City and constitutes a
<br />specific waiver of Owner immunity under Worker's Compensation acts, disability benefit acts, or
<br />other employee benefit acts.
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