Agmt08 South Bayside System Authority SBSA

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purposes of coordinating the respective obligations and activities of the Parties are City's City Engineer and SBSA's Manager or his/her designee. 27. SBSA shall indemnify, defend, and hold harmless City, its officers, agents, and employees from all claims, damages, suits or actions of every name, kind, and description, arising out of or relating to the matters covered by this Agreement to the extent that such claims, suits or actions are due to the negligence or willful misconduct of SBSA or SBSA's failure to perform obligations required of SBSA under this Agreement. 28. Likewise, City shall indemnify, defend, and hold harmless SBSA, its officers, agents, and employees from all claims, damages, suits or actions of every name, kind, and description, arising out of or relating to the matters covered by this Agreement to the extent that such claims, suits or actions are due to the negligence or willful misconduct of the City or the City's failure to perform obligations required of the City under this Agreement. 29. The duty to indemnify and hold harmless includes the duties to defend as set forth in Section 2778 of the California Civil Code. 30. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the Parties hereto and no oral understanding or agreement not incorporated herein shall be binding on the Parties hereto. 31. All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows: City Engineer City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 or by facsimile at (650) 780-7309 and to SBSA addressed as follows: Manager South Bayside System Authority 1400 Radio Road Redwood City, CA 94065 or by facsimile at (650) 591-7122 32. This Agreement and the obligations, duties and rights hereunder shall not be assigned by one party without the prior written consent of the other party, which consent shall not unreasonably be withheld. 33. In the event a dispute arises between the Parties regarding the interpretation of this Agreement or their performance or failure to perform their respective duties and obligations hereunder, the party claiming a dispute shall give written notice thereof to the other party 6 RC/SBSALeveeSeg1l1Agmnt050708r.