AgdaPkt 2018-10-22 Joint SA PFA - Laserfiche WebLink

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6.2.B. - Page 7 WHEREAS, the Parties agree that, in connection with the exchange of real property interests contemplated by this Agreement, an easement should be reserved for PG&E along Winslow Street for the purpose of allowing PG&E to maintain the gas main. NOW, THEREFORE, IN CONSIDERATION OF THE PUBLIC BENEFITS THAT WILL ACCRUE IT IS AGREED TO BY THE PARTIES AS FOLLOWS: 1. CITY shall grant to COUNTY all of its interests in the real property described in Exhibits A and B, which are attached hereto and incorporated by reference herein. 2. COUNTY shall grant to CITY all of its interests in the real property described in Exhibits D and F, which are attached hereto and incorporated by reference herein. 3. CITY agrees that it shall reserve from the property granted to the COUNTY by CITY in this Agreement an easement to PG&E for the purpose of allowing PG&E to maintain the gas main, as further described in Exhibit B. County agrees to this reservation. 4. The Parties agree that their respective obligations under the terms of this Agreement are contingent on each Party performing its obligations within 45 days from the date the Agreement is executed by both Parties. In the event that either Party fails to timely perform its obligations under this Agreement, the other Party shall have no obligations under this Agreement and shall have the right to rescind any actions taken pursuant to this Agreement. 5. CITY shall defend, indemnify and save harmless the COUNTY, its officers, agents, employees, and servants from all claims, suits or actions of every name, kind and description, arising out of or relating to the matters covered by this Agreement to the extent such claims, suits or actions are due to the negligence or willful misconduct of the CITY, or CITY'S failure to perform obligations required of CITY under this Agreement. COUNTY shall defend, indemnify and save harmless CITY, its officers, agents, employees and servants from all claims, suits or actions of every name, kind and description, arising out of or relating to the matters covered by this Agreement to the extent such claims, suits or actions are due to the negligence or willful misconduct of the COUNTY, or COUNTY'S failure to perform obligations required of COUNTY under this Agreement. In the event of concurrent negligence of County, its officers and/or employees, and City, its officers and/or employees, then the liability for any and all claims for injuries or damage to persons and/or property which arise out of -2-