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6.2.A. - Page 9
<br />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 of 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 and/or 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 />17.2 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 matters.
<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 shall
<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 Improvements 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 17.3, then sucb 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 corresponding to the aforesaid categories of insurance per insurable event shall be as
<br />follows:
<br />...... _..... _..... ..REV: 06-21.-16 VR
<br />Page 7 ot19
<br />ATTY/AGR.2016.1261601 Marshall Street Owner, LLC - lA 2016-06-09
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