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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 />15.2 Developer's obligations under this Section 15 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 />15.3 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 or the Parcel Map. After City's <br />acceptance of the Improvements, Developer will remain obligated to correct or <br />eliminate all dangerous conditions created by defects in design or construction; <br />provided, however, that Developer will not be responsible for routine maintenance. <br />Developer's obligations under this Section 15 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 15 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 15, then such rights or obligations of indemnity <br />hereunder will be governed by principles of comparative fault. This Section 15 will <br />survive the early termination of this Agreement. <br />REV: 05-27-2022 SK <br />ATTY/AGR.2022.125rFimothy Regan (Page 8 of 22) <br />