Agmt11 Kentfield Pacific Place, LLC

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would reduce such security to an amount below that required to guarantee the completion of the act or work and any other obligation imposed by this Agreement. (2) Securitv for Pavment: Security furnished to secure payment to contractors, subcontractors, and to persons providing labor, materials or equipment shall, six (6) months after acceptance of all of the Improvements, be reduced to an amount equal to the total amount claimed by all claimants for whom liens have been filed and of which notice has been given to the City, plus an amount reasonably determined by the City Engineer to be required to assure the performance of any other obligations secured by the security. The balance of the security shall be released upon settlement or release of all claims and obligations for which the security was given. C. If Owner's obligations relating to any Improvements are subject to the approval of another governmental agency, the City shall not release the improvement security thereof until the obligations are performed to the satisfaction of such other governmental agency. Such agency shall have two (2) months after Owner's performance of the obligation to register its satisfaction or dissatisfaction. If at the end of that period it has not registered its satisfaction or dissatisfaction, it shall be conclusively deemed that the Owner's pertormance of the obligation was done to its satisfaction. 4. INDEMNIFICATION OF CITY BY OWNER A. Neither the City, nor its officers, agents and employees, shall 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. Owner shall indemnify, hold harmless and defend the 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 Owner's pertormance under this Agreement. B. Owner's obligations under this Section 4 are not conditioned or dependent upon the City, or its officers, agents and employees, whether the City prepared, supplied or reviewed any Improvement Plans or related specifications in connection with the Subdivision or the Improvements, or whether the City has insurance or other indemnification covering any of these matters. C. Owner's obligation to indemnify, hold harmless and defend the City shall extend to injuries to persons and damages to or alleged taking of property resulting from the design or construction of the Subdivision, and the Improvements required herein, and shall likewise extend to adjacent property owners asserting claims based upon the diversion of waters caused by the Owner's design or construction of public drainage systems, streets, and other public facilities or improvements. The City's acceptance of the Improvements shall not constitute an assumption by the City of any responsibility or liability for any damage or alleged taking of property referenced herein. City shall not be responsible or liable for the design or construction of the Subdivision or the ATTYlAGR/2011.134/KENTFIELD SUBDIVISION REV:12/01/11 Page 4 of 8