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GRANTOR: VALLEY BiaLTsCHURGH APN: 941-1311-38-2 PROJECT: JoHNsoN DRIVE Ecowmic DEvELorwuTzomE PROJECT i extension. If GRANTOR and CITY are unable to reach agreement as to the fair market value at the time of extension, CITY shall reimburse GRANTOR up to $5,000 for the cost of an appraisal. Payment shall be made to the GRANTOR for } the extension prior to the expiration of the original TCE period. E. CITY shall indemnify, defend and hold harmless GRANTOR from and against all claims,causes of action,damages,liabilities,injures,actions,costs and expenses (including reasonable attorneys'fees and costs), arising from or related to CITY's use of the TCE area, exercise of CITY's rights under this Agreement, or work performed in connection with the Project. The provisions of the Immediately preceding sentence shall not be applicable to the extent of GRANTOR's negligence or vw'l W misconduct. F. Rights of ingress to and egress from the-GRANTOR's remaining property shall be maintained at all times during the construction period. } r G. CITY agrees to maintain all improvements it constructs pursuant to the TCE. GRANTOR shall not be responsible for maintaining such improvements. & CITY Pedwmed Work. All words done under this Agreement shall conform to ail applicable building,fire and sanitary lays, ordinances,and regulations relating to such work,and shall be done in a good workmanlike manner- Ali sfructures,improvements or other facilitles,when removed, and relocated,or reconstructed by the CITY or its authorized agent, shall be lett in as good condition as found. t 6. Indemaifdcatlon. CITY shall indemnify,defend,and hold harmless GRANTOR from and against all claims, causes of action,damages,Iiabilitles, cost and expenses(including reasonable attorney fees and costs),arising from or related to CITY's use of the Property and exercise of CITY's rights under this Agreement,except as to action, damages, liabilities or costs due to GRANTOR's negligence or willful misconduct. 7. Right of Possession and Use. CITY's right of possession and use of the Permanent r Easement and TICE.lnckxft the right to remove and dispose of Improvements, and'install and connect utilities,shall commence on the date the amount of funds as specified in Sectio~3.A herein are deposited into the escrow conMOng this transaction. The consideration shown in Section 3.A includes, but is not limited to,full payment for the possession and use from that ' dame,. Including Interest and damages if any. i tt. Notice to Successors. If GRANTOR sells,conveys or assigns any property interest encumbered by this Agreement bekxe the CITY exercises the rights, GRANTOR shall notify the successor or assignor of the rights and obligations under this Agreement. 9. Escrow Instructions. GRANTOR authorizes CITY to prepare and file escrow instructions in accordance with this Agreement on behalf of both parties. 1.0.Hazardous Wastes. The acquisition price of the Permanent Easement and TCE being r acquired in this transaction reflects the fair market value of the Property without the presence of [ contamination. If the Property being acquired is found to be contaminated by the presence of hazardous waste which requires mitigation under Federal or State law,the CITY may elect to recover its clean-up costs from those who caused or contributed to the contamination. 11.No teases. GRANTOR warrants that there are no oral or written teases on all'or any portion of the Permanent Easement and TCE exceeding a period of one month. GRANTOR Page 3 of 6