RecDoc2023-063040 Subdivision Improvement Agreement Broadway Plaza

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City and Developer's relationship to City, if any, arising here from is strictly that of an independent contractor. 18. Indemnification. 18.1 Neither City, nor its officers, agents nor employees (collectively, the "City Parties"), will be liable or responsible for any accident, injury, loss, or damage to either property or person attributable to or arising out of the construction or installation of the Improvements. Developer will indemnify, hold harmless and defend City, its officers, agents and employees, from and against any and 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 will not be obligated under this Agreement to hold harmless, defend and/or indemnify City and/or any City Parties to the extent that any of the damage or injury is caused by the gross negligence or willful misconduct of City and/or any City Parties. 18.2 Developer's obligations under this Section 18 are not conditioned or dependent upon City, or its officers, agents and employees, whether City prepared, supplied or reviewed any Improvement Plans or related specifications in connection with the Project or the Improvements, or whether City has insurance or other indemnification covering any of these matters. 18.3 Developer's obligation to indemnify, hold harmless and defend City will extend to injuries to persons and damages to or alleged taking of property resulting from the design or construction of the Project, and the Improvements required herein, and will likewise extend to adjacent property owners asserting claims based upon the diversion of waters caused by Developer's design or construction of public drainage systems, streets, and other public facilities or Improvements. The City's acceptance of the Improvements will not constitute an assumption by City of any responsibility or liability for any damage or alleged taking of property referenced herein. City will not be responsible or liable for the design or construction of the Project or the Improvements constructed or installed pursuant to the approved Improvements Plans or the Parcel Map. After City's acceptance of the Improvements, Developer will remain obligated to correct or eliminate all dangerous conditions created by defects in design or construction; provided, however, that Developer will not be responsible for routine maintenance. Developer's obligations under this Section 18 will remain in effect for ten (10) years following acceptance of the Improvements by the City Council. Developer acknowledges and agrees that Developer will be responsible and liable for the design and construction of the Improvements and other work done pursuant to this REV: 04-12-2023 SK ATTY/AGR.2023.70/SI XX, LLC (Broadway Plaza SIA) (Page 10 of 32)