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REV: 12-03-25 LF <br />Project as outlined in Exhibit A. The City and County will split 50-50 all design and construction <br />costs to be paid by using the local match funds, including 10% contingency, for the Project. The <br />City Manager and County Executive Officer can approve up to 10% contingency of the local match <br />funds for any cost changes for the design or construction work. <br />Any modifications to the scope of work for design or construction phases of the Project that impact <br />the local match funds above the 10% contingency will require both City Council and County Board <br />of Supervisors approval and a written Amendment to this MOU. <br />If federal funding is discontinued, both Parties will be responsible to pay for work completed by <br />the Design Consultant and the Construction Contractor and that is not reimbursed by the federal <br />government on a 50%-50% basis, as described above. <br />6. General Provisions <br />A. Indemnification. Pursuant to Government Code Section 895.4, each party agrees to fully <br />indemnify, defend, and hold the other party (including its appointed and elected officials, officers, <br />employees, and agents) harmless from any damage or liability imposed for injury (as defined by <br />Government Code section 810.8) occurring by reason of the negligent acts or omissions or willful <br />misconduct of the indemnifying party, its appointed or elected officials, officers, employees, or <br />agents, under or in connection with any work, authority, or jurisdiction delegated to such party <br />under this MOU. No party, nor any appointed or elected official, officer or employee, or agent <br />thereof shall be responsible for any damage or liability occurring by reason of the negligent acts <br />or omissions or willful misconduct of the other party hereto, its appointed or elected officials, <br />officers, employees, or agents, under or in connection, with any work, authority, or jurisdiction <br />delegated to such other party under this MOU. <br />B. Relationship of Parties. Both Parties agree and understand that the work/services performed <br />or facilitated under this MOU are performed or facilitated by an independent contractor and that <br />neither the Design Consultant or the Construction Contractor acquire any of the rights, privileges, <br />powers, or advantages of the employees of the City and County. Further, both Parties agree that <br />Parties have no intention to create joint powers authority through this work. <br />C. Amendments. Each party may request changes to this MOU. Any changes, modifications, <br />revisions or amendments to this MOU including contribution limits by parties, which are mutually <br />agreed upon by and between the Parties, shall be incorporated by written instrument, and <br />effective when executed and signed by both Parties. <br />D. Severability. If any provision of this MOU shall be held to be invalid, void, or unenforceable, <br />the validity, legality, or enforceability of the remaining portions hereof shall not in any way be <br />affected or impaired thereby. <br />E. Applicable Law. The construction, interpretation and enforcement of this MOU shall be <br />governed by the laws of the State of California. The courts of the State of California shall have <br />jurisdiction over any action arising out of this MOU. <br />ATTY/AGR.2025.325/San Mateo County (Page 4 of 10) <br />8.D. - Page 8 of 14 <br />117