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the original New City Work construction contract. The Port will not execute change orders above <br /> such 10%without the prior approval of the City, which will not be unreasonably withheld. <br /> E. Completion of New City Work. Upon completion of the New City Work, the City <br /> will promptly notify the Port that the New City Work is ready for acceptance. Upon such notice, <br /> (1) the Port will accept the New City Work from the contractor, (2) the New City Work is the <br /> property of the City, and (3) the City has responsibility for the maintenance and operation of the <br /> 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 as <br /> bills of sale) necessary to document the City's ownership interest in the New City Work and will <br /> cooperate to transfer to the City any contractor or manufacturer's warranties for the New City <br /> 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 for <br /> the New City Work in the form approved by the parties. Except for a provision substantively the <br /> same as Section 3 of this Agreement, the permanent easement will not contain any indemnity or <br /> 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 termination <br /> by the Port,the City will pay all expenses related to the New City Work, including for example all <br /> surveying, designing, permitting, and construction costs. This includes all costs arising from or <br /> relating to any claims asserted against the Port by construction contractors relating to the New City <br /> Work. In the event of such a claim, the Parties will meet and confer, and the Port will not settle <br /> such a claim without the prior approval of the City, which will not be 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 New <br /> City Work and resolution of contractor claims (if any), the Parties will true-up the payments, so <br /> 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 or <br /> 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 /> collectively, "Port Persons"), from and against any and all claims, liabilities, loss, demands, liens, <br /> costs and expenses including reasonable attorneys' fees, agency orders, requirements or <br /> enforcement actions,suits and causes of action,and damages including but not limited to any claim <br /> 3 <br /> SOM\03221\0081\00762427.v I <br />