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S <br /> New City Work that in total increase the cost of the New City Work by up to 10% above the <br /> amount of the original New City Work construction contract. The Port will not execute change <br /> orders above such 10% without the prior approval of the City, which will not be unreasonably <br /> withheld. <br /> E. Completion of New City Work. Upon completion of the New City Work, the <br /> City will promptly notify the Port that the New City Work is ready for acceptance. Upon such <br /> notice, (1)the Port will accept the New City Work from the contractor, (2)the New City Work is <br /> the property of the City, and(3)the City has responsibility for the maintenance and operation of <br /> the New City Work. The costs of such maintenance and operation will be allocated between the <br /> Parties by mutual agreement. The City and Port will cooperate to execute any documents (such <br /> as bills of sale) necessary to document the City's ownership interest in the New City Work and <br /> will cooperate to transfer to the City any contractor or manufacturer's warranties for the New <br /> City Work. <br /> F. Permanent Easement. Upon completion of the New City Work, the City and Port <br /> will promptly execute a 30 foot wide permanent non-exclusive easement at no cost to the City <br /> for the New City Work in the form approved by the parties. Except for a provision <br /> substantively the same as Section 3 of this Agreement, the permanent easement will not contain <br /> any indemnity or defense obligations relating to environmental matters. <br /> G. Cost Sharing. <br /> 1. City Pays for New City Work. Except in the case of an off-ramp <br /> termination by the Port, the City will pay all expenses related to the New City Work, including <br /> for example all surveying, designing, permitting, and construction costs. This includes all costs <br /> arising from or relating to any claims asserted against the Port by construction contractors <br /> relating to the New City Work. In the event of such a claim, the Parties will meet and confer, <br /> and the Port will not settle such a claim without the prior approval of the City,which will not be <br /> unreasonably withheld. <br /> 2. Staff Costs. Each party will bear the costs of its own staff work. <br /> 3. •Billing Procedure. The Port will invoice the City for the New City Work. <br /> The Parties anticipate that the Port will invoice the City as the Port makes payments to New City <br /> Work consultants and contractors. An invoice will document in reasonable detail the amounts <br /> expended by the Port related to the New City Work. Upon completion and acceptance of the <br /> New City Work and resolution of contractor claims (if any), the Parties will true-up the <br /> payments, so that the City has paid 100% of the expenses related to the New City Work. <br /> SECTION 3: ENVIRONMENTAL INDEMNITY <br /> A. Indemnification by City. To the extent that the New City Work after completion <br /> of construction under Section 2.E above discharges directly and/or indirectly onto Port property <br /> or facilities, the City shall indemnify, defend, and hold harmless the Port and its employees, <br /> commissioners, representatives, tenants, invitees, agents and consultants (all such persons <br /> 1283 <br /> • <br /> snmv;921\nn81\00762427.v1 <br />