Agmt05 SMCHA & Redwood City - Laserfiche WebLink

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and renovating the Windmill and installing the Plaque. ,3. Site Location. The Parties will work together to arrive at a suitable location within the boundaries of City for the placement of the Windmill. Should it be deemed impractical by the Parties to place the Windmill within the boundaries of City, the Parties will agree on a site outside of City on which the Windmill may be located. The Windmill will be reasonably accessible to the general public during daylight hours. 4. Ownership of the Windmill. The Windmill will remain the property of the City both during and after the restoration process. 5. Maintenance of the Windmill. Once the Windmill restoration is complete and the Windmill is placed on a specific site, the City will be responsible for its ongoing maintenance. Association shall give written notice when the Windmill restoration is complete and the Windmill has been placed on such specific site. On and after such date, the City will assume and be responsible for, any and all liabilities of any kind or nature whatsoever relating to the Windmill or such maintenance, including but not limited to any and all defects or alleged defects arising in connection with such restoration. City will indemnify, defend and hold harmless the Association and its officers, directors, agents and employees from any and all claims, demands or liabilities of any kind or nature whatsoever that may arise after City has assumed responsibility for the Windmill and its maintenance. 6. Relationship of the Parties. It is understood that this is an MOU by and between independent contractor(s) and is not intended to, and will not be construed to, create the relationship of agent, servant, employee, partnership, joint venture or association, or any other relationship whatsoever other than that of independent contractor. 7. Term. This MOU will commence on the Effective Date and, unless terminated earlier pursuant to this Agreement, will terminate when the Windmill has been restored and placed on its new site. Despite such termination, however, the covenants contained heretofore in paragraph 5 and 8 shall survive such termination. 8. Indemnification. Except for the obligations of the City previously stated in paragraph 5 which shall govern once the Windmill restoration is complete and the Windmill is placed on a specific site, each of the Parties shall, as to any and all claims, fully indemnify, defend and hold harmless the other Party, its officers, employees and agents, from any suits, claims, damage or liability imposed for injury (as defined by Government Code Section 810.8) or loss occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying Party, its officers, employees or agents, under or in connection with any work, authority or jurisdiction delegated to such Party under this MOU. No Party, nor any officer, employee or agent thereof will be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other Party hereto, their officers, employees or agents, under or in connection with any work, authority or jurisdiction delegated to such Atty/Agr/2005.002 013105 2