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Improvements to the City Council. The acceptance of the Improvements,offers of dedication and
<br /> right-of way,and easements(except as expressly provided in Section 16 below),if any,shall be by
<br /> resolution of the City Council,with the matter placed on the next available agenda for City Council
<br /> action. Upon City Council's adoption of such resolution,the City Engineer shall promptly record
<br /> a notice, in a form to be approved by the City Attorney, in the Official Records of San Mateo
<br /> County.
<br /> 13. Warranty Period; Repair and Reconstruction. CounTy expressly warrants and guarantees
<br /> all Work performed under this Agreement and all materials used in the Work for a period of one(1)year
<br /> after final acceptance in accordance with Section 12. If,within this one(1)year period,any Improvement
<br /> or part of any Improvement installed or constructed,or caused to be installed or constructed by County,or
<br /> any of the Work done under this Agreement, fails to fulfill any of the requirements of the Improvement
<br /> Plans or this Ageement,County shall,without delay and without cost to City,repair,replace or reconstruct
<br /> any defective or otherwise unsatisfactory part or parts of the Work or Improvement to the satisfaction of
<br /> the City Engineer. Should County fail to act promptly or in accordance with this requirement, or should
<br /> the exigencies of the situation require repairs,replacements or reconstruction to be made before County can
<br /> be notified, City may, at its option, make the necessary repairs, replacements or perform the necessary
<br /> reconstruction and County shall pay to City upon demand the actual cost of such repairs,replacements or
<br /> reconstruction.
<br /> 14. Coun,t�gent of City. Neither County nor County's contractors, subcontractors,
<br /> agents,officers,ar employees are agents or employees of City and the County's relationship to City,if any,
<br /> arising herefrom is strictly that of an independent contractor.
<br /> 15. Indemnification.
<br /> 15.1 Neither the City, nor its officers, agents nor employees, shall be liable or
<br /> responsible for any accident,injury, loss,or damage to either property or person attributable to or
<br /> arising out of the construction or installation of the Improvements. County shall indemnify,hold
<br /> harmless and defend the City, its officers, agents and employees, from and against any and all
<br /> losses, claims, costs, expenses, liabilities, damages, actions, causes of action and judgments,
<br /> including reasonable attorneys' fees, arising out of or attributable to County's performance under
<br /> this Agreement. Notwithstanding the forgoing,County shall not be obligated under this Agreement
<br /> to defend and/or indemnify the City to the extent that any of the damage or injury is caused by the
<br /> goss negligence or willful misconduct of the City or its agents or employees.
<br /> 15.2 County's obligations under this Section 17 are not conditioned or dependent upon
<br /> the City,or its officers,agents and employees,whether the City prepared,supplied or reviewed any
<br /> Improvement Plans or related specifications in connection with the Subdivision or the
<br /> Improvements, or whether the City has insurance or other indemnification covering any of these
<br /> matters.
<br /> 15.3 County's obligation to indemnify,hold harmless and defend the City shall extend
<br /> to injuries to persons and damages to or alleged taking of property resulting from the design or
<br /> construction the Improvements required herein, and shall likewise extend to adjacent property
<br /> owners asserting claims based upon the diversion of waters caused by County's design or
<br /> construction of public drainage systems, streets, and other public facilities or improvements. The
<br /> City's acceptance of the Improvements shall not constitute an assumption by the City of any
<br /> responsibility or liability for any damage or alleged taking of property referenced herein. City shall
<br /> not be responsible or liable far the design or construction of the Improvements constructed or
<br /> installed pursuant to the approved Improvements Plans,unless the particular Improvement design
<br /> REV:10-10-13 VR
<br /> ATTY/AGR/2012.198/COUNTY JAIL IMPROVEMENT AGREEMENT
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