52-21 - Laserfiche WebLink

Home Browse Search

5. Property Owners and their successors and assigns agree to indemnify and hold harmless the Town from any liability, claims, costs or expenses incurred by the Town in connection with any claim by any person or entity with respect to this Agreement, the associated costs or the Usage Fees. 6. All regulations and applicable ordinances of the Town shall apply to this Agreement and to the performances hereunder. 7. If by decision of a court of competent jurisdiction or by California law it shall be declared or become unlawful or unconstitutional to require Future Users to reimburse Property Owners for the Sanitary Sewer Extension, then (a) the Town's obligations to collect and account for any further Usage Fee(s) shall automatically terminate; and (b) Property Owners and their successors or assigns shall indemnify and hold harmless the Town from any claims or liability to Future Users for the legally required return of any Usage Fee. 8. In the event of a dispute between any Future User and the Town with respect to the payment of the Usage Fee, the Town may, at its option, take any appropriate action against such Future User to collect the Usage Fee. It is agreed that no Future User shall be allowed to connect to the Sanitary Sewer Extension prior to payment in full of the Usage Fee as specified in Exhibit B during the term of this Agreement. 9. Property Owners and its agents, successors and assigns shall hold harmless the Town for any failure by the Town to collect the Usage Fee from any Future User, and nothing in this Agreement shall be construed as imposing any obligation upon the General Fund of the Town and payments shall be made to Property Owners only to the extent funds are actually received and collected by the Town pursuant to this Agreement. 10. This Agreement, and the obligations of the Town hereunder, whether or not all of the Reimbursement Amount or any portion thereof has been collected and remitted to Property Owners or its agents hereunder, shall terminate on the twenty-fifth (25') anniversary of the date of this Agreement. 11. Prior to execution of this Agreement by the Town, the Property Owners shall pay all legal fees and costs incurred by the Town in connection with preparing this Agreement. 12. This Agreement shall be binding upon the successors, heirs and assigns of the Parties hereto, but Property Owners shall not assign or transfer any of its rights under this Agreement without the prior written consent of the Town, which consent shall not be unreasonably withheld. 13. The Parties may amend this Agreement only by a writing signed by all the Parties. 14. The Exhibits attached hereto are hereby incorporated into this Agreement by this reference. 15. All negotiations and agreements previously made by the Parties and their agents with respect to this transaction are merged into this Agreement which completely gets forth the obligations of the Parties. Resolution 52-21 Page 5