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12. County shall only accept the work accomplished within the limits of the City on <br /> City's facilities after receiving written approval from City's representative. City disapproval of <br /> County wark shall only be for non-conformance with the County's adopted project plans and <br /> specification for the County's contract. Said approval or disapproval, if any, by City shall be <br /> provided within ten (10) calendar days of County's request for same so as not to cause the <br /> County to sustain any claims from the Contractor for delays. It is assumed that the work <br /> described herein is approved by City if no response is received within the said ten (10) calendar <br /> days. <br /> 13. 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 /> ATTY/AGR/2012.058/COST SHARING AGREEMENT FOR CAPE-SLURRY(DOUGLAS-CERRITOS) <br /> REV:07-10-12 VR <br /> Page 5 of 13 <br />