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I <br /> 11. County shall only accept the work accomplished on City's facilities after <br /> receiving written approval from City's representative. City disapproval of County work shall <br /> only be for non-conformance with the County's adopted project plans and specification for <br /> County's resurfacing contract. Said approval or disapproval, if any, by City shall be provided <br /> within ten (10) days of County's request for same so as not to cause the County to sustain any <br /> claims from the Contractor for delays. It is assumed that the work described herein is approved <br /> by City if no response is received within the said ten (10)days. <br /> 12. To the full extent permitted by law, City shall defend, indemnify and hold <br /> harmless the County, its officers, agents and employees from all claims, damages, suits, or <br /> actions of every name, kind, and description, arising out of or relating to the matters covered by <br /> this Agreement to the extent that such claims, damages, suits or actions are due to the negligence <br /> or willful misconduct of City or City's failure to perform obligations required of City under this <br /> Agreement. <br /> Likewise, to the full extent permitted by law, County shall defend, indemnify and <br /> hold harmless City, its officers, agents and employees from all claims, damages, suits or actions <br /> of every name, kind, and description, arising out of or relating to the matters covered by this <br /> Agreement to the extent such claims, damages, suits or actions are due to the negligence or <br /> willful misconduct of the County or County's failure to perform obligations required of County <br /> under this Agreement. <br /> The duty to defend, indemnify and hold harmless includes the obligations as set <br /> forth in California Civil Code 2778. The County shall require the Contractor to name City and <br /> the County, their officers, agents, and employees as additional insureds on all insurance <br /> documents,which Contractor is required to provide for this resurfacing project, and to include all <br /> work performed on behalf of the City in the bonds, warranties and guaranties to be furnished by <br /> ATTY/AGR/2012.064/ADNSTMENT OF WATER VALVE BOXES—CITY OF REDWOOD CITY <br /> REV:06-11-12 VR <br /> Page 4 of 5 <br />