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17.1 Neither City, nor its officers, agents nor employees, will be liable or
<br />responsible for any accident, injury, loss, or damage to either property or person
<br />attributable to or arising out of the construction or installation of the Improvements.
<br />Developer will indemnify, hold harmless and defend City, its officers, agents and
<br />employees, from and against any and all losses, claims, costs, expenses,
<br />liabilities, damages, actions, causes of action and judgments, including reasonable
<br />attorneys' fees, arising out of or attributable to Developer's performance under this
<br />Agreement. Notwithstanding the forgoing, Developer will not be obligated under
<br />this Agreement to defend and/or indemnify City to the extent that any of the
<br />damage or injury is caused by the gross negligence or willful misconduct of City or
<br />its agents or employees.
<br />17.2 Developer's obligations under this Section 17 are not conditioned or
<br />dependent upon City, or its officers, agents and employees, whether City prepared,
<br />supplied or reviewed any Improvement Plans or related specifications in
<br />connection with the Project or the Improvements, or whether City has insurance or
<br />other indemnification covering any of these matters.
<br />17.3 Developer's obligation to indemnify, hold harmless and defend City
<br />will extend to injuries to persons and damages to or alleged taking of property
<br />resulting from the design or construction of the Project, and the Improvements
<br />required herein, and will likewise extend to adjacent property owners asserting
<br />claims based upon the diversion of waters caused by Developer's design or
<br />construction of public drainage systems, streets, and other public facilities or
<br />Improvements. The City's acceptance of the Improvements will not constitute an
<br />assumption by City of any responsibility or liability for any damage or alleged taking
<br />of property referenced herein. City will not be responsible or liable for the design
<br />or construction of the Project or the Improvements constructed or installed
<br />pursuant to the approved Improvements Plans. After City's acceptance of the
<br />Improvements, Developer will remain obligated to correct or eliminate all
<br />dangerous conditions created by defects in design or construction; provided,
<br />however, that Developer will not be responsible for routine maintenance.
<br />Developer's obligations under this Section 17 will remain in effect for ten (10) years
<br />following acceptance of the Improvements by the City Council. Developer
<br />acknowledges and agrees that Developer will be responsible and liable for the
<br />design and construction of the Improvements and other work done pursuant to this
<br />Agreement, and City will not be liable for any acts or omissions in approving,
<br />reviewing, checking, correcting or modifying any Improvement Plans or related
<br />specifications, or in inspecting, reviewing or approving any work or construction of
<br />Improvements. The Developer's improvement security will not be required to
<br />secure Developer's obligations under this Section 17 beyond the one-year
<br />guarantee and warranty period. If, in any judicial proceedings involving statutory
<br />immunity under the Government Claims Act (Government Code Sections 810, et
<br />seq.) asserted by City, or its officers, agents or employees, is determined by a
<br />court of competent jurisdiction to be inapplicable or unavailable to immunize City,
<br />or its officers, agents or employees, from potential liability for any alleged acts or
<br />omissions under this Section 17, then such rights or obligations of indemnity
<br />REV: 12-16-19 PR
<br />ATTY/AGR.2019.315/Woodside Professional Center, LLC (Page 8 of 22)
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