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SLTMO shall indemnify, defend with counsel reasonably acceptable to the City and the Agency, and
<br />hold harmless the City, the Agency and their respective officials, officers, employees, agents, and
<br />volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of
<br />action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any
<br />violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in
<br />part, by the willful misconduct or negligent acts or omissions of SLTMO or its employees,
<br />subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or
<br />character of their work. The foregoing obligation of SLTMO shall not apply when (1) the injury,
<br />loss of life, damage to property, or violation of law arises wholly from the active negligence or
<br />willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of
<br />SLTMO or its employees, subcontractor, or agents have contributed in no part to the injury, loss of
<br />life, damage to property, or violation of law. It is understood that the duty of SLTMO to indemnify
<br />and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil
<br />Code. Acceptance by City and Agency of insurance certificates and endorsements required under
<br />this Agreement does not relieve SLTMO from liability under this indemnification and hold harmless
<br />clause. This indemnification and hold harmless clause shall apply to any damages or claims for
<br />damages whether or not such insurance policies shall have been determined to apply. By execution
<br />of this Agreement, SLTMO acknowledges and agrees to the provisions of this Section and that it is a
<br />material element of consideration.
<br />SLTMO shall require its consultants and contractors to indemnify both the City and Agency, and to
<br />require its consultants and contractors to name the City and Agency as additional insureds on any
<br />insurance coverage that SLTMO requires.
<br />SECTION 8. Collection of the Assessment. The City's Finance Director will coordinate the annual
<br />levy, placement and collection of all assessments for the BID. The Finance Director shall effect the
<br />timely collection of the annual assessment; provide general assistance, clarification, or information to
<br />the SLTMO, the assessed parties and the public at large; maintain a continual liaison with the
<br />SLTMO, including the coordination of services from various City and Agency departments;
<br />authorize supplemental assessments, adjusted assessments, exemptions, reductions or refunds to be
<br />issued by the City; and, direct the disbursement of assessment funds to be made to the SLTMO.
<br />SECTION 9. Disbursements to the SLTMO. The annual BID assessments will be transmitted from
<br />the City to the SLTMO. Based upon the annual levies as described in the Ordinance establishing the
<br />BID, the City shall disburse to the SLTMO the actual revenue received. The City agrees to pay the
<br />SLTMO the amount due the SLTMO in a timely fashion. The payments shall be made as the City
<br />receives payment of the assessments.
<br />SECTION 10. Amendment of the Agreement. This Agreement can be amended only in writing,
<br />signed by both parties. The parties will meet as needed to determine whether any amendments are
<br />necessary.
<br />SECTION 11. Time of the Essence. Time is of the essence in this Agreement.
<br />SECTION 12. Counterparts. This Agreement may be executed in one or mare counterparts. Each
<br />shall be deemed an original and all, taken together, shall constitute one and the same instrument.
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