Agmt10 City and County of San Francisco SFPUC

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Upon completion of the City Inspection Services for CCSF's MOA Work, City shall provide CCSF a final cost summary, which shall include an accounting of the actual costs of the City Inspection Services performed by City in connection with CCSF's MOA Work. If the final actual cost is less than the amount deposited by CCSF with City then City shall remit the difference to CCSF within thirty (30) days of the date of sending the cost summary to CCSF. If the final actual cost exceeds the amount deposited by CCSF with City, then CCSF shall remit the difference to City within thirty (30) days of receipt of the cost summary. Should there be a dispute regarding the final cost summary, the parties shall meet and attempt in good faith to resolve the dispute. 3.2. Improvements (a) CCSF Obligations. In consideration of City's assumption of obligations pursuant to this MOA, CCSF is assuming obligations to improve CCSF and/or City property, following construction of the Project improvements, to a standard that may exceed CCSF's legal obligations as determined by the parties' respective rights and interests in the land or prior legal agreements between the parties. Provided that this MOA remains in effect, CCSF shall undertake improvements as specified in the contract specifications and drawings prepared by or on behalf of City and indentified in the attached Exhibit B (the "Specifications"). CCSF shall bear the cost of the improvements described in the Specifications ("CCSF's MOA Work"). In connection with the performance of CCSF's MOA Work and the Project construction work, the construction contract (the "Construction Contract") between CCSF and its Contractor shall require Contractor to (i) name City and its directors, officers, agents and employees as co - indemnitees with respect to Contractor's obligation to indemnify and hold harmless CCSF and its directors, officers, agents and employees from all Claims (as defined in Section 5.1 below) directly or indirectly arising out of, connected with, or resulting from the performance or nonperformance of the Project construction work and (ii). obtain and maintain insurance coverages in accordance with CCSF's standard specifications ("Contractor's Insurance"), modified to require Contractor's general liability insurance policy to name City and its directors, officers, agents and employees as additional insureds under the terms of the policy. To the extent that City's infrastructure, other than the street segments, park areas, and appurtenances identified on Exhibit B, are damaged because of construction activities associated with CCSF's Project, CCSF or its Contractor shall repair or otherwise remedy such damage to City's reasonable satisfaction. (b) City's Approval of Specifications. CCSF has consulted with City in CCSF's preparation of the Specifications and their incorporation into the Construction Contract. City acknowledges that it has reviewed and approves the Specifications and that the Specifications as so prepared are consistent with its requirements and that City has no other requirements regarding CCSF's MOA Work. City represents and warrants that CCSF's Contractor shall not be required to obtain any approvals from City for implementation of CCSF's MOA Work except those specified in Section 3.1. (c) Changes to Specifications. If City requests changes to the Specifications because of unanticipated changes in field conditions, or unanticipated changes required by application of state, federal, or local laws that become effective after the Effective Date, City shall request such changes in writing. City and CCSF will diligently and in good faith cooperate to review and agree on the response to the request and any related changes to the Specifications, provided that such proposed changes shall be subject to CCSF's approval, at its sole discretion. City shall bear the expense of all additional costs, if any, resulting from those changes to the Specifications requested by City and agreed to by CCSF, or to changes required by application of federal, state, or local laws that were in effect on or before the Effective Date; provided, however, that CCSF shall notify City of any anticipated cost increases, and provide City with a reasonable opportunity to withdraw the request or otherwise amend the Specifications to avoid cost increases. CCSF shall bear the expense of all additional costs, if any, resulting from a City of Redwood City MOA ver 030910