RecDoc 2017-096259 IA_BAE-GEM Properties_10.31.2017

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all losses, claims, costs, expenses, liabilities, damages, actions, causes of action and judgments, including reasonable attorneys' fees, arising out of or attributable to Developer's performance under this Agreement. Notwithstanding the forgoing, Developer shall not be obligated under this Agreement to defend and/or indemnify the City to the extent that any of the damage or injury is caused by the gross negligence or willful misconduct of the City or its agents or employees. 172 Developer's obligations under this Section 17 are not conditioned or dependent upon the City, or its officers, agents and employees, whether the City prepared, supplied or reviewed any Improvement Plans or related specifications in connection with the Improvements, or whether the City has insurance or other indemnification covering any of these matters. 173 Developer's obligation to indemnify, hold harmless and defend the City shall extend to injuries to persons and damages to or alleged taking of property resulting from the design or construction of the Improvements required herein, and shall likewise extend to adjacent property owners asserting claims based upon the diversion of waters caused by the Developer's design or construction of public drainage systems, streets, and other public facilities or Improvements. The City's acceptance of the Improvements shall not constitute an assumption by the City of any responsibility or liability for any damage or alleged taking of property referenced herein. City shall not be responsible or liable for the design or construction of the Improvements constructed or installed pursuant to the approved Improvements Plans. After City's acceptance of the Improvements, the Developer shall remain obligated to correct or eliminate all dangerous conditions created by defects in design or construction; provided, however, that the Developer shall not be responsible for routine maintenance. Developer's obligations hereunder shall remain in effect for ten (10) years following acceptance of the Improvements by the City Council. Developer acknowledges and agrees that Developer shall be responsible and liable for the design and construction of the Improvements and other work done pursuant to this Agreement, and City shall not be liable for any acts or omissions in approving, reviewing, checking, correcting or modifying any Improvement Plans or related specifications, or in inspecting, reviewing or approving any work or construction of Improvements. The Developer's improvement security shall not be required to secure the Developers obligations under this Subsection 17.3 beyond the one-year guarantee and warranty period. I� in any judicial proceedings involving statutory immunity under the Government Claims Act (Government Code Sections 810, et seq.) asserted by the City, or its officers, agents or employees, is determined by a court of competent jurisdiction to be inapplicable or unavailable to immunize the City, or its officers, agents or employees, from potential liability for any alleged acts or omissions under this Subsection 17.3, then such rights or obligations of indemnity hereunder shall be governed by principles of comparative fault. 18. Insurance. 181 Developer shall, before the release of said Final Map by City for recordation, obtain and maintain in full force and effect during the term of this Agreement, at Developer's own expense and risk, Worker's Compensation, a general comprehensive liability insurance policy, and owned, non -owned, and hired automobile liability insurance. The minimum amounts of coverage corresponding to the aforesaid categories of insurance per insurable event shall be as follows: REV: 08-31-17 PR Pagel of22 ATTY/AGR.2017.195/Lane - Broadway, LLC - IA