Agmt10 City and County of San Francisco SFPUC

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change in the Specifications required by the application of federal, state, or local laws (other than City laws or ordinances) that become effective after the Effective Date. If CCSF determines that it is necessary to modify the Specifications because of any changed or newly discovered conditions or other circumstances ("Changed Circumstances"), it shall notify City of the possible modification, including full information about the nature and scope of the proposed modification, the reasons for it, the expected impact on the construction schedule and cost of the Project and CCSF's MOA Work, and how CCSF proposes that any extra costs be shared. CCSF and City will diligently and in good faith cooperate to review and agree on the response to such Changed Circumstances, and any related amendment to the Specifications, in time for CCSF to meet any response deadline in the Construction Contract related to Changed Circumstances; provided, however, if the parties are unable to agree within fifteen (15) days after City receives CCSF's notice, CCSF may direct a change to the Specifications if it determines, at its sole discretion, that the change is necessary (i) to preserve the safety or functionality of CCSF's MOA Work, (ii) to obtain a necessary third party approval, (iii) to meet a response deadline under the Construction Contract, or (iv) to avoid cost increases or extensions of the Project construction schedule. (d) City Inspections of CCSF's MOA Work (i) If City so desires, City may inspect the progress and condition of CCSF's MOA Work daily during the course of construction (each, an "Elective Inspection"). At the completion of one or more construction stages of CCSF's MOA Work, however, CCSF shall give City written notice ("Inspection Notice") that a City inspection is required (a "Necessary Inspection"), and CCSF shall allow five (5) business days following delivery of such notice for City to perform the Necessary Inspection. All City inspections must comply with the provisions of subsection (ii). (ii) Except as otherwise provided in this MOA, City shall bear the expense of all City inspections. City shall coordinate all inspections with CCSF. In conducting any inspections, City shall not take any actions that unreasonably interfere with Contractor's performance, direct Contractor's performance in the field, or authorize any additional work. (iii) If City determines that any of CCSF's MOA Work that has not previously been accepted by City does not comply with the Specifications, City shall provide written notice to CCSF specifying the basis for such rejection. Such notice shall be delivered to CCSF within five (5) business days after an Elective Inspection or in the case of a Necessary Inspection, within five (5) business days after City's receipt of the Inspection Notice. City's failure to timely notify CCSF of its rejection of any matter shall be deemed City's acceptance of such matter. (e) Transfer of Ownership and Warranties. Once CCSF and City accept a distinct phase of CCSF's MOA Work as completed by Contractor (a "Completed Phase"), CCSF shall deliver to City, and City shall execute, a certificate of completion and acceptance (a "COA") in the form attached in Exhibit D-4 to transfer title of that portion of CCSF's MOA Work (each COA shall be distinct from any other certificates of acceptance issued by CCSF to Contractor in connection with the Project). Each COA will evidence City's acceptance of the Completed Phase reflected in such COA and shall transfer ownership and responsibility for the operation and maintenance of that Completed Phase to City. Upon City's acceptance of each Completed Phase pursuant to a COA, CCSF shall indemnify and hold City harmless from any and all stop notices or other claims made by contractors, suppliers, or laborers for payment arising from or related to such Completed Phase. In addition, City and CCSF shall act in good faith to take all steps necessary to assign to City the following rights arising under the Construction Contract to the extent relating to each Completed Phase accepted by City (i) any express and implied warranties and guaranties from CCSF's Contractor or suppliers related to the Completed Phase (each a "Warranty" and collectively "Warranties"), (ii) CCSF's contractual rights related to the correction of nonconforming work to the extent applicable to the Completed G City of Redwood City MOA ver 030910