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1. The City will make available $250,000 for the Scope of Work.
<br />2. The City is responsible for political and public endorsement of the Project and
<br />agrees to:
<br />a. Represent the Project before the City Council of Redwood City, local
<br />stakeholders and community members.
<br />b. Provide input and oversight based on local policies and desires regarding
<br />the outcome of and deliverables of the Project; and
<br />c. Actively participate in meetings related to the Scope of Work.
<br />3. The City may, at its discretion:
<br />a. Review any work directives, professional services agreements, change
<br />orders and any other agreements that the JPB has entered into for the
<br />performance of Scope of Work; however the JPB retains ultimate authority
<br />over contracting and related decisions; and
<br />b. Review the work products and deliverables produced by JPB staff and/or its
<br />contractors/consultants for performance of the Scope of Work, including
<br />reports, designs, drawings, plans, specifications, schedules and other
<br />materials; however the JPB retains authority to accept or reject
<br />contractor/consultant work.
<br />4. The City will approve or endorse, in writing, the final deliverables or work
<br />products produced by JPB staff and/or its contractors/consultants for the Scope of
<br />Work.
<br />
<br />Indemnification
<br />The City shall indemnify, keep and save harmless the JPB, the San Mateo County Transit
<br />District, the Santa Clara Valley Transportation Authority, the City and County of San
<br />Francisco, and Transit America Services, Inc., and each of their directors, officers, agents
<br />and employees ( collectively, "JPB Indemnitees") against any and all suits, claims or
<br />actions arising out of any act or omission by the City, its agents, employees, contractors or
<br />subcontractors in connection with the Project, including the following:
<br />a. Any injury to persons or property that may occur, or that may be alleged to
<br />have occurred, arising from the City's performance of this MOU; or
<br />b. Any allegation that materials or services developed, provided or used by the
<br />City for the Project infringe or violate any copyright, trademark, patent, trade
<br />secret, or any other intellectual-property or proprietary right of any third party.
<br />
<br />The JPB shall indemnify, keep and save harmless the City and its officers, agents and
<br />employees (collectively, "City Indemnitees") against any and all suits, claims or actions
<br />arising out of any act or omission by the JPB, its agents, employees, contractors or
<br />subcontractors in connection with the Project, including the following:
<br />a. Any injury to persons or property that may occur, or that may be alleged to
<br />have occurred, arising from the JPB's performance of this MOU; or
<br />b. Any allegation that materials or services developed, provided or used by the
<br />JPB for the Project infringe or violate any copyright, trademark, patent, trade
<br />secret, or any other intellectual-property or proprietary right of any third party.
<br />
<br />ATTY/AGR.2025.069/Caltrain (MOU with Caltrain- Grade Separation Project) (Page 4 of 18)
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