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Phase, and (iii) the right to pursue any Claim (defined in Section 5.1 against Contractor for
<br />latent defects related to such Completed Phase. Each such assignment with respect to a
<br />Completed Phase shall be effective upon or promptly after City's execution and delivery of a
<br />COA with respect to such Completed Phase and Contractor's executed consent to such
<br />assignment (Contractor's delivery of such consent promptly upon CCSF's and City's acceptance
<br />of a Completed Phase shall be an obligation required of Contractor pursuant to the Construction
<br />Contract), provided that CCSF's obligation to assign the rights described above with respect to
<br />such Completed Phase shall be conditioned on City's execution of the agreements required in
<br />Section 4 . In connection with its assignment of the rights set forth above to City, the
<br />Construction Contract shall require Contractor to procure and provide directly to City, promptly
<br />upon or coincident with the execution and delivery of a COA with respect to a Completed Phase,
<br />a maintenance bond in favor of City that will guarantee all of Contractor's obligations with
<br />respect to the Warranties applicable to such Completed Phase. Each such bond shall be in a
<br />penal sum not less than 20% of the value of the work performed for each Completed Phase, shall
<br />cover defective workmanship and materials, and shall be issued by a surety admitted to do
<br />business in the State of California.
<br />3.3. Cooperation in Implementation. CCSF and City agree to cooperate to achieve
<br />the implementation of the Project, including but not limited to undertaking those specific
<br />obligations described in attached Exhibit C .
<br />4. REAL PROPERTY
<br />4.1. Agreements for CCSF's Use of City Land
<br />Within thirty (30) days of the Effective Date, City shall grant CCSF encroachment
<br />permits, and /or such other appropriate instruments (each, a "Use Instrument ") as are necessary
<br />to permit CCSF's Contractor to perform and install the improvements specified in the Use
<br />Instrument at the locations identified in Exhibit D -3 , Table 1. Each Use Instrument shall be in
<br />substantially the form attached as Exhibit D -2 or otherwise in a form mutually acceptable to the
<br />parties and provide for a term of at least ninety (90) days for each location, the specific dates to
<br />be determined by CCSF's Contractor in consultation with City and CCSF.
<br />5. INDEMNIFICATION
<br />5.1. City Indemnification when CCSF Constructs, Installs, or Places
<br />Improvements Designed by or on behalf of City
<br />With respect to any of CCSF's MOA Work constructed, installed, or placed by CCSF in
<br />accordance with the Specifications, to the fullest extent permitted by law, City shall defend,
<br />indemnify, and save harmless CCSF, its Board, commissions, members, officers, employees,
<br />authorized representatives, or any other persons deemed necessary by any of them acting within
<br />the scope of the duties entrusted to them (collectively, "Indemnitees "), from and against any and
<br />all demands, claims, losses, costs, judgments, awards, penalties, fines, damages, injuries
<br />(including, without limitation, injury to or death of an employee of City or its contractors,
<br />subcontractors, or consultants), expenses, and liability of every kind (including, without
<br />limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses,
<br />fees of expert consultants or witnesses in litigation, and costs of investigation) (each, a
<br />"Claim "), that arise out of, or relate to, directly or indirectly, in whole or in part, (a) any fault,
<br />defect, or negligence in the Specifications, except to the extent any Claim results from CCSF's
<br />Contractor's negligent acts or omissions or willful misconduct in the construction, placement, or
<br />installation of CCSF's MOA Work constructed pursuant to the Specifications, or (b) suits or
<br />claims for infringement of the patent rights, copyright, trade secret, trade name, trademark,
<br />service mark, or any other proprietary right of any person or persons in consequence of the use
<br />by any Indemnitee of any designs, plans, articles, or services included in the Specifications.
<br />City's obligations under this Section shall survive the expiration or earlier termination of this
<br />MOA. Contractor shall not be an Indemnitee under this section 5.1, except with respect to
<br />City of Redwood City MOA ver 030910
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