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Cooperative Agreement — Estudillo Canal
<br />employees and all persons acting by, through, under or in concert with any of them, and
<br />each of them (collectively "District Indemnitees") from any and all acts, claims, liabilities
<br />and losses by whomever asserted arising out of or relating to the City Bridge Improvements
<br />or City's performance under this Agreement except those arising by reason of the sole
<br />negligence or willful misconduct of the District Indemnitees.
<br />2. The District agrees to defend, indemnify, and hold harmless the City, its Council members,
<br />its predecessors, successors, assignees, agents, departments, officials, representatives,
<br />employees and all persons acting by, through, under or in concert with any of them, and
<br />each of them (collectively "City Indemnitees") from any and all acts, claims, liabilities and
<br />losses by whomever asserted arising out of District's performance under this Agreement
<br />except those arising by reason of the sole negligence or willful misconduct of the City
<br />Indemnitees.
<br />3. District shall include a provision in its construction contract with the general contractor
<br />and its subcontractor(s) on the Project requiring the general contractor and its
<br />subcontractor(s) to indemnify City, to the fullest extent permitted by law, for damages
<br />resulting from the work of the general contractor and its subcontractors excluding
<br />indemnity for the sole negligence and/or willful misconduct of City. District shall also
<br />include a provision in its construction contract with the general contractor that the general
<br />contractor and all of its subcontractor(s) on the project shall have and maintain during the
<br />duration of the construction project insurance coverage, evidenced by current insurance
<br />certificates and all applicable endorsements naming City as an additional insured on all
<br />insurance coverages required by the District under the construction contract.
<br />D. Employer/Employee Relationship
<br />No relationship of employer and employee is created by this Agreement, it being understood
<br />that City and District shall act hereunder independently of one another; and that personnel
<br />employed or contracted by the District shall not have any claim under this Agreement or
<br />otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off,
<br />overtime, health insurance, medical care, hospital care, retirement benefits, Social Security,
<br />disability, Workers' Compensation, or unemployment insurance benefits, civil service
<br />protection, or employee benefits of any kind; District shall be solely liable for and obligated to
<br />pay directly all applicable taxes, including, but not limited to, Federal and State income taxes,
<br />and in connection therewith District shall indemnify and hold City harmless from any and all
<br />liability which District may incur because of District's failure to pay such taxes; that District
<br />does, by this Agreement, agree to perform its work and functions at all times in strict
<br />accordance with currently approved methods and practices, and that the sole interest of City is
<br />to ensure that said service shall be performed and rendered in a competent, efficient, timely
<br />and satisfactory manner and in accordance with the standards of the District.
<br />E. Amendments
<br />If, during the term of this Agreement it becomes necessary to amend or add to the terms and
<br />conditions of this Agreement, such amendments or additions shall be approved by the City
<br />Manager, and the Board of Supervisors. Any specific interpretations of the provisions of this
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