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contained in the California Labor Code, the California Public Contract Code, and the
<br /> California Government Code. The Developer will neither seek to hold or hold the City
<br /> liable for, and will hold the City harmless with respect to, any consequences of any failure
<br /> by the Developer to correctly determine the applicability of any such requirements to any
<br /> contract it enters into. This paragraph shall apply with respect to any enforcement action,
<br /> whether public or private, and whether brought by a public enforcement agency or by
<br /> private civil litigation, against the Developer, the City or the CFD, or any of them, with
<br /> respect to the matters addressed by this paragraph. The provisions of this Section 8.02H.
<br /> shall survive and continue after the termination of this Acquisition Agreement.
<br /> Section 8.03. Defense, Indemnification and Hold Harmless. The Developer hereby
<br /> agrees to indemnify, defend, and hold harmless the City, and the City's directors, officers, agents,
<br /> employees and consultants from and against any and all liability, claims, demands, causes of
<br /> action, actions, damages, losses, fees, costs, or expenses, of whatever type or nature, including all
<br /> costs of defense and attorneys' fees, caused in whole or in part, or claimed to be caused in whole
<br /> or in part, by any act or omission of the Developer, any contractor, any subcontractor, any
<br /> supplier or materialman or any of their respective directors, officers, agents, employees,
<br /> managers, members, or owners except only those claims and causes of action caused by the sole
<br /> active negligence or intentional misconduct of the City or its agents, employees or consultants.
<br /> This indemnification shall extend to all claims, demands, causes of action, actions, or liability
<br /> occurring after completion of the project as well as during the progress of the Work.
<br /> The Developer further agrees to indemnify, defend, and hold harmless the City and its
<br /> directors, officers, agents, employees, and consultants from and against any and all liability,
<br /> claims, causes of action, actions, losses, fees, costs, expenses, or damages, of whatever type or
<br /> nature, including all costs of defense and attorneys' fees, as a result of the failure of or claimed
<br /> failure of the Developer or any contractor or subcontractor to strictly comply with any of the
<br /> obligations under this contract. This indemnity shall expressly include claims by the City for any
<br /> injury, damages, losses, costs, fees or expenses arising from or related to the failure of the
<br /> Developer or any of its contractors, subcontractors, materialmen, or suppliers to strictly comply
<br /> with all terms of this contract or as a result of any improper workmanship or defective supplies or
<br /> materials.
<br /> The Developer's indemnity obligations as contained in this section shall remain in full
<br /> force and effect and shall apply whether or not the claim, cause of action, damage, cost, fee, or
<br /> expense is covered by any applicable insurance policy and regardless of any position that may be
<br /> taken by any insurance company regarding a defense or coverage for any claim or cause of action
<br /> asserted. From and after the date any claim or demand is submitted to the City covered by these
<br /> indemnity provisions, the indemnified parties shall be entitled to recover from the Developer all
<br /> fees and costs incurred in investigating the claim, all staff time involved in handling the claim or
<br /> any subsequent action on the claim at staffs ordinary hourly rates, all expert fees and costs, all
<br /> attorneys' fees, and all court costs. The Developer shall also be solely liable and responsible for
<br /> paying any and all damages, fees or costs awarded to the claimant as a result of any settlement or
<br /> final judgment of any cause of action or action covered by these indemnity provisions. This
<br /> indemnity shall expressly include all wrongful death actions as well as any actions asserting any
<br /> damage or injury to any persons or real or personal property.
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