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REV: 07-19-22 JB
<br />shall be made no later than the 15th day of each month to the City’s Revenue Services Department
<br />at 1017 Middlefield Road, Redwood City, CA 94063.
<br />8. INDEMNIFICATION:
<br />8.1 Neither City, nor its officers, agents nor employees, will be liable or responsible for
<br />any accident, injury, loss, or damage to either property or person attributable to or arising
<br />out of the construction or installation of the Improvements. IQHQ will indemnify, hold
<br />harmless and defend City, its officers, agents and employees, from and against any and all
<br />losses, claims, costs, expenses, liabilities, damages, actions, causes of action and
<br />judgments, including reasonable attorneys' fees, arising out of or attributable to IQHQ’s
<br />performance under this Agreement. Notwithstanding the forgoing, IQHQ will not be
<br />obligated under this Agreement to defend and/or indemnify City to the extent that any of
<br />the accident, injury, loss or damage is solely caused by the gross negligence or willful
<br />misconduct of City or its agents or employees.
<br />8.2 IQHQ’s obligations under this Section 8 are not conditioned, offset, waived 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 connection with
<br />the Improvements, or whether City has insurance or other indemnification covering any of
<br />these matters.
<br />8.3 IQHQ’s obligation to indemnify, hold harmless and defend City will extend to
<br />injuries to persons and damages to or alleged taking of property resulting from the design
<br />or construction of the Improvements required herein. The City's approval and use of the
<br />Improvements will not constitute an assumption by City of any responsibility or liability
<br />for any damage or alleged taking of property referenced herein. City will not be responsible
<br />or liable for the design or construction of the Improvements constructed or installed
<br />pursuant to this Agreement. After City's approval and use of the Improvements, IQHQ will
<br />remain obligated to correct or eliminate all dangerous conditions created by defects in
<br />design or construction; provided, however, that IQHQ will not be responsible for routine
<br />maintenance after the City's approval and use of the Improvements. IQHQ acknowledges
<br />and agrees that IQHQ will be responsible and liable for the design and construction of the
<br />Improvements and other work done pursuant to this Agreement, and City will not be liable
<br />for any acts or omissions in approving, reviewing, checking, correcting or modifying any
<br />plans or related specifications, or in inspecting, reviewing or approving any work or
<br />construction of Improvements. If, in any judicial proceedings involving statutory immunity
<br />under the Government Claims Act (Government Code Sections 810, et seq.) asserted by
<br />City, or its officers, agents or employees, the Government Claims Act is determined by a
<br />court of competent jurisdiction to be inapplicable or unavailable to immunize City, or its
<br />officers, agents or employees, from potential liability for any alleged acts or omissions
<br />under this Section 8, then such rights or obligations of indemnity hereunder will be
<br />governed by principles of comparative fault. This Section 8 will survive termination of this
<br />Agreement.
<br />9. INSURANCE. IQHQ shall obtain and maintain for the duration of the Agreement and
<br />any and all amendments, insurance against claims for injuries to persons or damage to property
<br />ATTY/AGR.2022.180/IQHQ (Elco Yards Temporary Dog Park) (Page 4 of 13)
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