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law or ordinance,to the extent caused, in whole or in part,by the willful misconduct or negligent acts <br /> or omissions of SLTMO or its employees, subcontractors, or agents, by acts for which they could be <br /> held strictly liable, or by the quality or character of their work. The foregoing obligation of SLTMO <br /> shall not apply when(1)the injury, loss of life, damage to property, or violation of law arises wholly <br /> from the active negligence or willful misconduct of the City or its officers, employees, agents, or <br /> volunteers and(2)the actions of SLTMO or its employees, subcontractor, or agents have contributed <br /> in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the <br /> duty of SLTMO to indemnify and hold harmless includes the duty to defend as set forth in Section <br /> 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements <br /> required under this Agreement does not relieve SLTMO from liability under this indemnification and <br /> hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or <br /> claims for damages whether or not such insurance policies shall have been determined to apply. By <br /> execution of this Agreement, SLTMO acknowledges and agrees to the provisions of this Section and <br /> that it is a material element of consideration. <br /> SLTMO shall require its consultants and contractors to indemnify the City, and to require its <br /> consultants and contractors to name the City as additional insureds on any insurance coverage that <br /> 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 departments; authorize <br /> supplemental assessments, adjusted assessments, exemptions, reductions or refunds to be issued by <br /> 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, excepting that the City will <br /> withhold its actual administrative costs for collecting, accounting for, and disbursing, the <br /> assessments. The City agrees to pay the SLTMO the amount due the SLTMO in a timely fashion. <br /> The payments shall be made as the City 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 more counterparts. Each <br /> shall be deemed an original and all,taken together, shall constitute one and the same instrument. <br /> SECTION 13. Waivers. No waiver or any breach of covenant or provision in this Agreement shall <br /> be deemed a waiver of any other covenant or provision in this Agreement and no waiver shall be <br /> valid unless in writing and executed by the waiving party. <br /> SECTION 14. Construction. Headings at the beginning of each section and subsection are solely <br /> for the convenience of the parties and are not a part of nor should they be used to interpret this <br /> 4 <br />