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Parties"), from and against any and all losses, claims, costs, expenses, liabilities, damages,
<br /> actions, causes of action and judgments, including reasonable attorneys' fees, arising out of or
<br /> attributable to the acts, omissions, negligence or willful misconduct af Developer or any of
<br /> Developer's employees, agents, contractors or subcontractors. Notwithstanding the forgoing,
<br /> Developer shall not be obligated under this Agreement to defend andlor indemnify the City
<br /> Parties to the extent that any of the damage or injury is caused by the gross negligence or willful
<br /> misconduct of the City Parties.
<br /> 172 Developer's obligations under this Section 17 are not conditioned or dependent
<br /> upon whether any City Parties prepared, supplied or reviewed any Improvement Plans or related
<br /> specifications in connection with the Subdivision or the Improvements, or whether the City has
<br /> insurance or other indemnification covering any of these inatters.
<br /> 17 3 Developer's obligation to indemnify, hold harmless and defend the City shall
<br /> extend to injuries to persons and damages to or alleged taking of property resulting from the
<br /> design or construction of the Subdivision, and the Improvements required herein, and shali
<br /> likewise extend to adjacent property owners asserting claims based upon the diversion of waters
<br /> caused by the Developer's design or construction of public drainage systems, streets, and other
<br /> public facilities or Improvements.The City's acceptance of the Improvements shall not constitute
<br /> an assumption by the City of any responsibility or liability for any damage or alleged taking of
<br /> property referenced herein. City shall not be responsible or liable for the design or construction
<br /> of the Subdivision or the Improvernents constructed or installed pursuant to the approved
<br /> Improvements Plans or the Final Map. After City's acceptance of the Improvements, the
<br /> Developer shall remain obligated to correct or eliminate all dangerous conditions created by
<br /> defects in design or construction; provided,however,that the Developer shall not be responsible
<br /> for routine maintenance. Developer's obligations hereunder shall remain in effect for ten (10)
<br /> years following acceptance of the Improvements by the City Council. Developer acknowledges
<br /> and agrees that Developer shall be responsible and liable for the design and construction of the
<br /> Improvements and other work done pursuant to this Agreement, and City shall not be liable for
<br /> any acts or omissions in approving, reviewing, checking, correcting or modifying any
<br /> Improvement Plans or related specifications, or in inspecting, reviewing or approving any work
<br /> or construction of Improvements. The Developer shall continue to indemnify the City under this
<br /> Section 17 for a period of ten (10) years following acceptance of the Improvements by the City
<br /> Council. The Developer's improvement security shall not be required to secure the Developers
<br /> obligations under this Subsection 17.3 beyond the one-year guarantee and warranty period. If, in
<br /> any judicial proceedings involving statutory immunity under the Tort Claims Act (Government
<br /> Code Sections 810, et seq.) asserted by the City, or its officers, agents or employees, is
<br /> determined by a court of competent jurisdiction to be inapplicable or unavailable to immunize the
<br /> City,or its officers,agents or employees,from potential liability for any alleged acts or omissions
<br /> under this Subsection 173, then such rights or obligations of indemnity hereunder shall be
<br /> governed by principles of comparative fault.
<br /> 18. Insurance.
<br /> 181 Developer shall, before the release of said Final Map by City for recordation,
<br /> obtain and maintain in full force and effect during the term of this Agreement, at Developer's
<br /> own expense and risk, Worker's Compensation, a general comprehensive liability insurance
<br /> policy, and owned,non-owned,and hired automobile liability insurance. The minimum amounts
<br /> of coverage conesponding to the aforesaid categories of insurance per insurable event shall be as
<br /> follows:
<br /> REV:06-21-16 VR
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<br /> ATTY/AGR.2016.126/601 Marshall Street Owner, LLC- IA 2016-06-09
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