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such repair, County will provide City with a written notice of completion, together with copies of all written
<br />acceptances.
<br />12. Final Acceptance, Notice of Completion. Within thirty (30) days of receipt of each written
<br />notification by County pursuant to Section 11 above, the City Engineer shall inspect the applicable Work
<br />and review the written acceptances, if any, and send County a written notice stating whether the Work is
<br />complete to the satisfaction of the City Engineer, in his/her reasonable discretion, and whether the written
<br />acceptances have been provided. If the Work is, in the opinion of the City Engineer, not complete and
<br />satisfactory, the City Engineer will list the deficiencies that County must correct to make the Work complete
<br />and satisfactory. Upon satisfactory completion of the Work and repairs and submittal of written
<br />acceptances, if any, the City Engineer will send County a written notice of satisfactory completion. The
<br />requirement for written acceptances, if any, may be waived by the City Engineer, in his/her reasonable
<br />discretion, if County has made commercially reasonable efforts to obtain such acceptances.
<br />13. Intentionally Omitted.
<br />14. County Not Agent of City. Neither County nor County's contractors, subcontractors,
<br />agents, officers, or employees are agents or employees of City and the County's relationship to City, if any,
<br />arising herefrom is strictly that of an independent contractor.
<br />15. Indemnification.
<br />15.1 Neither the City, nor its officers, agents nor employees, will be liable or
<br />responsible for any accident, injury, loss, or damage to either property or person attributable to or
<br />arising out of the Work. County shall indemnify, hold harmless and defend the City, its officers,
<br />agents and employees, from and against any and all losses, claims, costs, expenses, liabilities,
<br />damages, actions, causes of action and judgments, including reasonable attorneys' fees, for
<br />property damage, bodily injury or death arising out of or attributable to County's or its employees',
<br />agents', or contractors' performance of the Work under this Agreement. Notwithstanding the
<br />forgoing, County shall not be obligated under this Agreement to defend and/or indemnify the City
<br />to the extent that any of the damage or injury is caused by the gross negligence or willful
<br />misconduct of the City or its agents or employees. This indemnification obligation shall expire at
<br />the conclusion of the Warranty period.
<br />15.2 County's obligations under this Section 15 are not conditioned or dependent upon
<br />whether the City or its contractors, agents or employees prepared, supplied or reviewed any Plans
<br />or related specifications in connection with the County's development project, or whether the City
<br />has insurance or other indemnification covering any of these matters.
<br />16. Insurance. Prior to commencing construction or development on or about the Property and
<br />throughout the entire duration of the Work, County shall obtain and maintain in full force and effect, or
<br />require its contractor to obtain and maintain in full force and effect, the following insurance policies:
<br />16.1 General Liability. Commercial general liability insurance with coverage at least
<br />as broad as Insurance Services Office form CG 00 01, in an amount not less than Two Million
<br />Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000) general aggregate, for
<br />bodily injury, personal injury, and property damage, including without limitation, blanket
<br />contractual liability and coverage for explosion, collapse and underground property damage
<br />hazards. County's or its contractor's general liability policies shall be primary and non-
<br />contributory, and be endorsed using Insurance Services Office form CG 20 10 to provide that City
<br />and its officers, officials, employees, and agents shall be additional insureds under such policies.
<br />REV: 01-21-2022 SK
<br />ATTY/AGR.2022.010.1/City- County Land swap (Page 3 of 14)
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