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1. Definitions:
<br /> As used in this Agreement, "Connecting Trail" shall refer to that bicycle /pedestrian
<br /> pathway between the Bill Lockyer Bay Trail Bridge and the trail along the southern
<br /> perimeter of Metropolitan Golf Links, as shown on the map attached hereto as Exhibit A;
<br /> Exhibit A depicts the delineation between the City property side and the Port property
<br /> side of the Connecting Trail.
<br /> As used in this Agreement, "Connecting Trail Improvements" include but are not limited
<br /> to: soldier piles; lagging wall; backfill material; AC paving; granular shoulders; 4' high
<br /> safety fence on the Pon property side; and 6' high barbed wire topped security /perimeter
<br /> fence and the Bridge on the City property side.
<br /> 2. Term:
<br /> Unless terminated by mutual consent or for cause as hereinafter set forth, this Agreement
<br /> to repair and maintain the Connecting Trail to be used by the general public shall be
<br /> effective for the term of the Pon's ownership of the property commencing May 26, 2010.
<br /> 3. Suspension or Limitation of Use:
<br /> Port or City shall have the right to suspend or to limit the use of the Connecting Trail by
<br /> the general public for a reasonable amount of time for protection of public safety, for
<br /> special events, or for the maintenance or repair of the Connecting Trail. Two weeks
<br /> notice shall be provided to the respective entity prior to suspension or limitation of use;
<br /> and the parties shall make a good faith attempt to provide 24 hours notice, as may be
<br /> reasonable given the circumstances, for emergency purposes.
<br /> 4. I ndemnification:
<br /> City shall indemnify, save, protect, defend and hold harmless Port, its Board, officers,
<br /> employees, agents, invitees and contractors from and against any and all loss, liability
<br /> expense, claims, costs, suits and damages, including attorney's fees, arising out of or
<br /> connected with Port officers, employees, agents, invitees, and contractors' use of the
<br /> Connecting Trail located on .City property except for claims that arise from the negligent
<br /> or willful misconduct of Port's officers, employees, agents, invitees or contractors.
<br /> Port shall indemnify, save protect, defend and hold harmless City. its City
<br /> Councilmembers, officers, employees, agents, invitees and contractors from and against
<br /> any and all loss, liability, expense, claims, costs, suits and damages, including attorney's
<br /> fees, arising out of or connected with City officers, employees, agents, invitees, and
<br /> contractors' use of the Connecting Trail located on Port property except for claims that
<br /> arise from the negligent or willful misconduct of City's officers, employees, agents,
<br /> invitees, volunteers or contractors.
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<br /> 5. Insurance Requirements:
<br /> 3 Connecting Trail
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