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percentage of the total Project construction costs constitutes costs for improvements to the Parking
<br /> Areas. An estimate of these costs is set forth in attached Exhibit D. After the Project is completed,
<br /> the City shall provide the Permitee with an invoice for the costs. The Permitee shall pay the full
<br /> amount of the invoice within 30 days of the date of the invoice or complete a Petition and Waiver
<br /> Agreement form for assessing the private improvements against the Parcels. In the event that the
<br /> Permitee does not pay all of the costs, as an additional remedy, the City may assess, at its option,
<br /> the Parcels in the manner provided by Minnesota Statutes Chapter 429, or Minnesota Statutes
<br /> Sections 415.01 or 366.012, or by any other available means. The Permitee hereby consents to the
<br /> levy of such special assessment or assessments without notice or hearing and waive any rights to
<br /> appeal such assessment pursuant to Minnesota Statutes Section 429.081, provided the amount
<br /> levied does not exceed the expenses actually incurred by the City in the recovery or collection of
<br /> the costs.
<br /> 5. Maintenance and Repair of the Parking Areas. The Permitee shall be solely
<br /> responsible for any maintenance and repair of the Parking Areas, including but not limited to
<br /> pavements, curbing, and pavement markings. The Permitee must maintain the 60 degree angle
<br /> parking stall configuration for the Jackson Parking Area for the duration of this Agreement
<br /> unless prior written permission is obtained from the City's Director of Public Works. The
<br /> Permitee shall keep the Parking Areas in good condition at all times. The Permitee shall keep
<br /> the Parking Areas clean and free of any snow, ice, rubbish or waste materials. The Permitee is
<br /> responsible for snow removal from the Parking Areas, including any snow that is deposited into
<br /> the Parking Areas from the plowing of the adjacent streets. The Permitee shall store any snow
<br /> removed from the Parking Areas on the Parcels and shall not deposit any snow removed from
<br /> the Parking Areas into the Rights-of-Way. The Permitee shall not allow any parked vehicle in
<br /> Parking Areas to block or impede the flow of any vehicular traffic on adjacent roadways. The
<br /> Permitee shall not allow any inoperable vehicles to be parked in the Parking Areas. The
<br /> Permitee shall not use the Parking Areas for the storage,handling,transportation or disposal of any
<br /> hazardous substance, hazardous waste, pollutant or contaminant as those terms are defined in 42
<br /> U.S.C. Section 9601 et. seq. ("CERCLA") or Minnesota Statutes Chapter 115B ("MERLA"). In
<br /> the event that the Permitee violates any provision in this paragraph, this Agreement may be
<br /> terminated by the City. The City shall provide the Permitee with notice of the default and a 10 day
<br /> opportunity to cure the default. If the default is not corrected, the City may immediately terminate
<br /> this Agreement and the Permitee shall immediately vacate the Parking Areas.
<br /> 6. Hold Harmless; Indemnification. Any and all claims that arise or may arise against
<br /> the Permitee, its officers, employees, agents or contractors as related to the Permitee's use,
<br /> maintenance and repair of the Parking Areas shall in no way be the obligation of the City.
<br /> Furthermore, the Permitee shall indemnify, hold harmless and defend the City, its officials,
<br /> employees, contractors and agents from and against any and all liability, loss, costs, damages,
<br /> expenses, claims, actions or judgments, including reasonable attorneys' fees which the Permitee, its
<br /> officers, employees, agents or contractors may hereinafter sustain, incur, or be required to pay,
<br /> arising out of by reason of any act or failure to act by the Permitee,its officers,employees,agents or
<br /> contractors or arising out of or by reason of this Agreement. Nothing in this Agreement shall be
<br /> construed as a waiver by the City of any immunities, defenses, or other limitations on liability to
<br /> which the City is entitled by law, including but not limited to the maximum monetary limits on
<br /> liability established by Minnesota Statutes Chapter 466 or otherwise.
<br /> 381190v4 MU210-179
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