Common use of Indemnity/Hold Harmless Clause in Contracts

Indemnity/Hold Harmless. CITY or any officer or employee thereof shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of DEVELOPER, its agents, or employees, contractors and subcontractors in the performance of this Agreement. DEVELOPER further agrees to protect, defend, indemnify and hold harmless CITY, its officials, boards and commissions, and members thereof, agents and employees from any and all claims, demands, causes of action, liability or loss of any sort, because of, or arising out of, acts or omissions of DEVELOPER, its agents, employees, contractors and subcontractors in the performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of any responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this Section.

Indemnity/Hold Harmless. CITY A. The Consultant expressly warrants that the work to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval by SANDAG, the Executive Director or other representative of SANDAG is indicated, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards and liability for dam- ages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subconsultants. B. With regard to the Consultant’s performance in connection with or incidental to the Project, but excluding its performance of professional services and the indemnification and hold harmless aspects thereto as set forth below, the Consultant agrees to defend, indemnify, pro- tect and hold SANDAG and its agents, officers and employees harmless from and against any officer and all claims asserted or employee thereof shall not be liable liability established for damages or injuries to any person or prop- erty, including injury to persons the Consultant’s or property occasioned its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by reason of the negligent, reckless or willful acts or omissions of DEVELOPERthe Consultant and its subconsultants and their agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same, including attorney fees and costs; provided, however, that the Consultant’s duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of SANDAG, its agents, officers or employees, contractors and subcontractors in . C. With regard to the Consultant’s performance of this Agreement. DEVELOPER further professional services, the Consultant agrees to protect, defend, indemnify and hold harmless CITYSANDAG, its officials, boards and commissions, and members thereofofficers, agents and employees from and against any and all claims, demandscosts, causes of actionsuits and damages, liability including attorney’s fees, arising from the willful misconduct or loss of any sortnegligent acts, because of, or arising out of, acts errors or omissions of DEVELOPER, the Consultant and/or its agents, employees, contractors and subcontractors in subconsultants associated with the performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of any responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this SectionProject.

Indemnity/Hold Harmless. 8.1 To the extent permitted by law, PROVIDER, through its duly authorized representative, agrees that CITY and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "CITY Indemnitees") shall have no liability to PROVIDER or any officer or employee thereof other person for, and PROVIDER shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of DEVELOPERindemnify, its agents, or employees, contractors and subcontractors in the performance of this Agreement. DEVELOPER further agrees to protect, defend, indemnify protect and hold harmless CITYCITY Indemnitees from and against, its officials, boards and commissions, and members thereof, agents and employees from any and all liabilities, claims, demands, actions, causes of action, liability or loss of any sortproceedings, because suits, damages, judgments, liens, levies, costs and expenses, including reasonable attorneys' fees and disbursements (collectively "claims"), which arise out of, or arising out ofpertain to, acts or omissions relate to the negligence, recklessness, or willful misconduct of DEVELOPERPROVIDER, its employees, agents, employees, contractors and subcontractors sub-consultants in the performance of services under this AgreementAGREEMENT. 8.2 PROVIDER’S obligation herein does not extend to liability for damages for death or bodily injury to persons, except for such claims, demands, causes of action, liabilityinjury to property, or loss other loss, damage or expense arising out of from the sole active negligence of the CITYor willful misconduct by CITY or its elected and appointed boards, its officials, boards, commissions, the members thereofofficers, agents, employees and employees, including all claims, demands, causes of action, liabilityvolunteers. 8.3 PROVIDER shall provide a defense to the CITY’S Indemnitees, or loss because ofat the CITY’S option, reimburse the CITY’S Indemnitees for all costs, attorneys’ fees, expenses and liabilities (including judgment or arising out ofportion thereof) incurred with respect to any litigation in which the PROVIDER is obligated to indemnify, in whole or in part, the design or construction of the improvements. This indemnification defend and agreement to hold harmless shall extend the CITY pursuant to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of any responsibility for any damage or taking covered by this Section. CITY Agreement. 8.4 This provision shall not be responsible for limited by any provision of insurance coverage the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY PROVIDER may have in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checkingeffect, or inspecting any work or construction. The improvement security shall not may be required to cover obtain and maintain, during the provisions term of this SectionAgreement. DEVELOPER This provision shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions survive expiration or termination of this SectionAgreement.

Indemnity/Hold Harmless. CITY A. The Contractor expressly warrants that the work to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval by XXXXXX, the Executive Director or other representative of SANDAG is indicated, it is understood to be conceptual approval only and does not relieve the Contractor of responsibility for complying with all laws, codes, industry standards and liability for dam- ages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Contractor or its subcontractors. B. With regard to the Contractor’s performance in connection with or incidental to the Project, but excluding its performance of professional services and the indemnification and hold harmless aspects thereto as set forth below, the Contractor agrees to defend, indemnify, pro- tect and hold SANDAG and its agents, officers and employees harmless from and against any officer and all claims asserted or employee thereof shall not be liable liability established for damages or injuries to any person or prop- erty, including injury to persons the Contractor’s or property occasioned its subcontractors’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by reason of the negligent, reckless or willful acts or omissions of DEVELOPERthe Contractor and its subcontractors and their agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same, including attorney fees and costs; provided, however, that the Contractor’s duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of SANDAG, its agents, officers or employees, contractors and subcontractors in . C. With regard to the Contractor’s performance of this Agreement. DEVELOPER further professional services, the Contractor agrees to protect, defend, indemnify and hold harmless CITYSANDAG, its officials, boards and commissions, and members thereofofficers, agents and employees from and against any and all claims, demandscosts, causes of actionsuits and damages, liability including attorney’s fees, arising from the willful misconduct or loss of any sortnegligent acts, because of, or arising out of, acts errors or omissions of DEVELOPER, the Contractor and/or its agents, employees, contractors and subcontractors in associated with the performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of any responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this SectionProject.

Indemnity/Hold Harmless. CITY 13.1 Consultant shall defend, indemnify, and hold harmless the District, its agents, representatives, officers, consultants, employees, trustees, and volunteers (“the Indemnified Parties”) from costs, expenses, liabilities, losses, damages, and injuries of any kind, in law or equity, (including expert fees, attorney’s fees, and court, mediation, or alternative dispute resolution costs), and arising from third party claims (which includes but is not limited to lawsuits, judgments, and settlements) and sustained or incurred by one or more of the Indemnified Parties (“Covered Losses). Covered Losses exclude any officer costs, expenses, liabilities, losses, damages and injuries that are caused by the sole negligence or employee thereof willful misconduct of Indemnified Parties. 13.2 Consultant shall defend and indemnify the Indemnified Parties with respect to the Covered Losses, through legal counsel designated by the Consultant and reasonably acceptable to District, and shall pay attorney’s fees and other expenses directly associated with the defense of Covered Losses. The Consultant’s obligation to indemnify and defend shall not be restricted to insurance proceeds, if any, received by the Indemnified Parties. 13.3 Consultant shall not be entitled to payment for additional work required to be performed as a result of Consultant’s intentional or negligent acts, or errors or omissions. District may withhold payments from Consultant in an amount sufficient to pay for any damages caused by such deficient performance. District will not exercise this right unreasonably. 13.4 District’s financial obligations under this Agreement shall be limited to the payment of the compensation provided in this Agreement. Notwithstanding any other provision of this Agreement, in no event shall either party be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with the Agreement for the services performed in connection with this Agreement. 13.5 Without waiving any other remedies, any direct costs incurred by the District for which the District may become liable due to the negligent delays of the Consultant, shall be paid to the District by Consultant. The parties agree the Consultant shall not be liable for to the extent any injury to persons or property occasioned such costs result from any delay by reason of the acts or omissions of DEVELOPERDistrict, its agentsagents and other contractors, vendors or consultants, or employeesby any other person or entity not acting under the Consultant's right of direction and control. The District may deduct such costs from any payments due to Consultant hereunder, contractors and subcontractors but in no event shall such costs exceed the performance amount of fees paid by District to the Consultant. The District’s right to deduct costs under this Agreementparagraph shall be in addition to any other rights available to the District. DEVELOPER further agrees to protectIn performing the Work under this agreement, defend, indemnify and hold harmless CITY, its officials, boards and commissionsit is understood that Consultant will be the District's Representative, and members thereof, agents and employees from any and all claims, demands, causes of action, liability or loss of any sort, because of, or arising out of, acts or omissions of DEVELOPER, its agents, employees, contractors and subcontractors in the performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of any Consultant assumes no responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property project and that all such responsibility remains with the District, its Architect and the Contractor for the Project. As part of the Services, Consultant may provide Client with recommendations and summaries, but all final decisions as to the design, construction, or scope of services which are determined by the Architect or Engineer to be dedicated the responsibility of the Client, shall be timely made by the Client. 13.6 In the event that any damage to persons or property results from the improvements pursuant use or failure of any equipment used by the Consultant or by its employees, where the District furnishes or loans such equipment to the approved improvement plans Consultant or mapits employees, regardless the Consultant shall make no claim against the District for any such damage and the Consultant shall require that its workers compensation insurer waive subrogation against the District with respect to any benefits paid for or on behalf of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval employee of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this SectionConsultant.

Indemnity/Hold Harmless. CITY A. The Consultant expressly warrants that the work to be performed pursuant to this Agreement shall be performed in accordance wi th the standards specified in Article V, Standard of Care. Where approval by SANDAG, the Executive Director or other representative of SANDAG is indicated, it is understood to be conceptual approval only and does not relieve the Consultant of responsibilit y for complying with all laws, codes, industry standards and liability for dam - ages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subconsultants. B. With regard to the Co nsultant’s performance in connection with or incidental to the Project, but excluding its performance of professional services and the indemnification and hold harmless aspects thereto as set forth below, the Consultant agrees to defend, indemnify, pro - tect and hold SANDAG and CalTrans and its agents, officers and employees harmless from and against any officer and all claims asserted or employee thereof shall not be liable liability established for damages or injuries to any person or prop erty, including injury to persons the Consultant’s or property occasioned its subconsulta nts’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by reason of the negligent, reckless or willful acts or omissions of DEVELOPERthe Consultant and its subconsultants and their agents, officers or em ployees, in p erforming the work or services herein, and all expenses of investigating and de fending against same, including attorney fees and costs; provided, however, that the Consultant’s duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of SANDAG, its agents, officers or employees, contractors and subcontractors in . C. With regard to the Consultant’s performance of this Agreement. DEVELOPER further professional services, the Consultant agrees to protect, defend, indemnify and hold harmless CITYSANDAG and CalTrans, its officials, boards and commissions, and members thereofofficers, agents and employees from and against any and all claims, demandscosts, causes of actionsuits and damages, liability including attorney’s fees, arising from the willful misconduct or loss of any sortnegligent acts, because of, or arising out of, acts errors or omissions of DEVELOPER, the Consultant and/or its agents, employees, contractors and subcontractors in subconsultants ass ociated with the performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of any responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this SectionProject.

Indemnity/Hold Harmless. CITY A. The Consultant expressly warrants that the work to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval by SANDAG, the Executive Director or other representative of SANDAG is indicated, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards and liability for dam- ages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subconsultants. B. With regard to the Consultant’s performance in connection with or incidental to the Project, but excluding its performance of professional services and the indemnification and hold harmless aspects thereto as set forth below, the Consultant agrees to defend, indemnify, pro- tect and hold SANDAG and its agents, officers and employees harmless from and against any officer and all claims asserted or employee thereof shall not be liable liability established for damages or injuries to any person or prop- erty, including injury to persons the Consultant’s or property occasioned its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by reason of the negligent, reckless or willful acts or omissions of DEVELOPERthe Consultant and its subconsultants and their agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same, including attorney fees and costs; provided, however, that the Consultant’s duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of SANDAG, its agents, officers or employees, contractors and subcontractors in . C. With regard to the Consultant’s performance of this Agreement. DEVELOPER further professional services, the Consultant agrees to protect, defend, indemnify and hold harmless CITYSANDAG, its officials, boards and commissions, and members thereofofficers, agents and employees from and against any and all claims, demandscosts, causes of actionsuits and damages, liability including attorney’s fees, arising from the willful misconduct or loss of any sortnegligent acts, because of, or arising out of, acts errors or omissions of DEVELOPERthe Consultant and/or its subconsultants associated with the Project. D. Further, Consultant shall defend all suits or claims for infringement of any patent rights and shall save and hold SANDAG, its agents, employees, contractors and subcontractors in the performance of this Agreement, except for such claims, demands, causes of action, liability, or assigns harmless from loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property on account thereof resulting from the design use by SANDAG or construction any of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence its employees or agents of the diversion of waters from the design and construction of public drainage systems, streets and other public improvementsequipment supplied under this Agreement. Acceptance by CITY of the improvements This patent infringement provision shall not constitute an assumption by CITY of apply to any responsibility for any damage infringement or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, alleged infringement which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent result of this Section that DEVELOPER shall be responsible for all liability for design and construction or arises out of the improvements installed SANDAG, its employees or work done pursuant agents modifying or altering any part or component, alone or in combination with any other part or component, except as consented to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this SectionConsultant.

Indemnity/Hold Harmless. CITY 9.1. Provider shall defend, indemnify, and hold harmless the District, trustees for the Board of Education, agents, representatives, officers, consultants, employees, trustees, and volunteers (“the Indemnified Parties”) from costs, expenses, liabilities, losses, damages, and injuries of any kind, in law or any officer equity, (including reasonable expert fees, reasonable attorney’s fees, and court, mediation, or employee thereof alternative dispute resolution costs), and arising from third party claims and sustained or incurred by one or more of the Indemnified Parties that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Provider in connection with the performance of services for the District or services pursuant to this Agreement. 9.2. Provider shall not be liable entitled to payment for additional work required to be performed as a result of Provider’s intentional or negligent acts, or errors or omissions. District may withhold payments from Provider in an amount sufficient to pay for any injury damages caused by such deficient performance. District will not exercise this right unreasonably. 9.3. District’s financial obligations under this Agreement shall be limited to the payment of the compensation provided in this Agreement. Notwithstanding any other provision of this Agreement, in no event shall District be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with the Agreement for the services performed in connection with this Agreement. 9.4. Any and all costs incurred by District, or for which District may become liable, caused by negligent delays of Provider in its performance hereunder, shall be paid to District by Provider. Without waiving any other remedies, District may deduct such costs from any payments due to Provider. 9.5. In the event that any damage to persons or property occasioned results from the use or failure of any equipment used by reason the Provider or by its employees, where the District furnishes or loans such equipment to the Provider or its employees, the Provider shall make no claim against the District for any such damage and the Provider shall require that its workers compensation insurer waive subrogation against the District with respect to any benefits paid for or on behalf of any employee of the acts or omissions of DEVELOPER, its agents, or employees, contractors and subcontractors Provider. 9.6. Except as otherwise provided in the performance of this Agreement. DEVELOPER further agrees to protect, defend, indemnify and hold harmless CITY, its officials, boards and commissions, and members thereof, agents and employees from any and all claims, demands, causes of action, liability or loss of any sort, because of, or arising out of, acts or omissions of DEVELOPER, its agents, employees, contractors and subcontractors in the performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, nothing in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless this Agreement shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of limit any responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated equitable indemnity rights that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this SectionParties have under California law.

Indemnity/Hold Harmless. CITY A. The Consultant expressly warrants that the work to be performed pursuant to this Agreement shall be performed in accordance with the standard s specified in Article V, Standard of Care & Safety. Where approval by SANDAG, Caltrans, MTS, NCTD, or an employee or other representative of one of these agencies is indicated, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability fo r damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its Subconsultants. B. With regard to the Consultant’s performance in connection with or incidental to the Project, but excluding its performance of professional services and the indemnification and hold harmless aspects thereto as set forth below, the Consultant agrees to defend, indemnify, protect, and hol d SANDAG, Caltrans, MTS, NCTD and their agents, officers and employees harmless from and against any officer and all claims asserted or employee thereof shall not be liable liability established for damages or injuries to any person or property, including injury to persons the Consultant’s or property occasioned its Subconsultants’ employees, agents, or officers, which arise from or are connected with or are caused or claimed to be caused by reason of the negligent, reckless, or willful acts or omissions of DEVELOPERthe Consultant and its Subconsultants and their agents, its agentsoffice rs, or employees, contractors in performing the work or services herein, and subcontractors in all expenses of investigating and defending against same, including attorney fees and costs; provided, however, that the performance of this Agreement. DEVELOPER further agrees Consultant’s duty to protect, defend, indemnify and hold harmless CITYshall not include any claims or liabilit y arising from the established sole negligence or willful misconduct of SANDAG, its officialsCaltrans, boards and commissionsMT S, NCTD, and members thereoftheir agents, agents and employees from any and all claims, demands, causes of action, liability or loss of any sort, because ofofficers, or arising out of, acts or omissions of DEVELOPER, its agents, employees, contractors and subcontractors in . C. With regard to the Consultant’s performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissionsprofessional services, the members thereofConsultant agrees to defend, indemnify, and hol d harmless SANDAG, Caltrans, MTS, NCTD, and their officers, agents, and employees, including employees from and against any a nd all claims, demandscosts, causes of actionsuits, liabilityand damages, including attorney’s fees, arising from the willful misconduct or negligent acts, errors, or loss because of, or arising out of, in whole or in part, the design or construction omissions of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from Consultant and/or its Subc onsultants associated with the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of any responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this SectionProject.

Indemnity/Hold Harmless. CITY 13.1 Consultant shall defend, indemnify, and hold harmless the District, its agents, representatives, officers, consultants, employees, trustees, and volunteers (“the Indemnified Parties”) from costs, expenses, liabilities, losses, damages, and injuries of any kind, in law or equity, (including expert fees, attorney’s fees, and court, mediation, or alternative dispute resolution costs), and arising from third party claims and sustained or incurred by one or more of the Indemnified Parties (“Covered Losses) to the extent due to Consultant’s negligence, recklessness or wrongful conduct. Covered Losses exclude any officer costs, expenses, liabilities, losses, damages and injuries that are caused by the sole negligence, or employee thereof willfull misconduct of Indemnified Parties.. 13.2 Consultant shall defend and indemnify the Indemnified Parties with respect to the Covered Losses, through legal counsel designated by the Consultant and reasonably acceptable to District, and shall pay attorney’s fees and other expenses directly associated with the defense of Covered Losses. The Consultant’s obligation to indemnify and defend shall not be liable restricted to insurance proceeds, if any, received by the Indemnified Parties. 13.3 Consultant shall not be entitled to payment for additional work required to be performed as a result of Consultant’s intentional or negligent acts, or errors or omissions. District may withhold payments from Consultant in an amount sufficient to pay for any injury damages caused by such deficient performance. District will not exercise this right unreasonably. 13.4 District’s financial obligations under this Agreement shall be limited to the payment of the compensation provided in this Agreement. Notwithstanding any other provision of this Agreement, in no event shall either party be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages, including, but not limited to, lost profits or revenue, arising out of or in connection with the Agreement for the services performed in connection with this Agreement. 13.5 Any and all costs incurred by District, or for which District may become liable, to the extent caused by negligent delays of Consultant in its performance hereunder, shall be paid to District by Consultant. Without waiving any other remedies, District may deduct such costs from any payments due to Consultant. 13.6 In the event that any damage to persons or property occasioned results from the use or failure of any equipment used by reason the Consultant or by its employees, where the District furnishes or loans such equipment to the Consultant or its employees, the Consultant shall make no claim against the District for any such damage and the Consultant shall require that its workers compensation insurer waive subrogation against the District with respect to any benefits paid for or on behalf of any employee of the acts or omissions of DEVELOPER, its agents, or employees, contractors and subcontractors in the performance of this Agreement. DEVELOPER further agrees to protect, defend, indemnify and hold harmless CITY, its officials, boards and commissions, and members thereof, agents and employees from any and all claims, demands, causes of action, liability or loss of any sort, because of, or arising out of, acts or omissions of DEVELOPER, its agents, employees, contractors and subcontractors in the performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of any responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this SectionConsultant.

Indemnity/Hold Harmless. CITY A. The Consultant expressly warrants that the work to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval by SANDAG, the Executive Director or other representative of SANDAG is indicated, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws, codes, industry standards and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subconsultants. B. With regard to the Consultant’s performance in connection with or incidental to the Project, but excluding its performance of professional services and the indemnification and hold harmless aspects thereto as set forth below, the Consultant agrees to defend, indemnify, pro- tect and hold SANDAG and its agents, officers and employees harmless from and against any officer and all claims asserted or employee thereof shall not be liable liability established for damages or injuries to any person or prop- erty, including injury to persons the Consultant’s or property occasioned its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by reason of the negligent, reckless or willful acts or omissions of DEVELOPERthe Consultant and its subconsultants and their agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same, including attorney fees and costs; provided, however, that the Consultant’s duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of SANDAG, its agents, officers or employees, contractors and subcontractors in . C. With regard to the Consultant’s performance of this Agreement. DEVELOPER further professional services, the Consultant agrees to protect, defend, indemnify and hold harmless CITYSANDAG, its officials, boards and commissions, and members thereofofficers, agents and employees from and against any and all claims, demandscosts, causes of actionsuits and damages, liability including attorney’s fees, arising from the willful misconduct or loss of any sortnegligent acts, because of, or arising out of, acts errors or omissions of DEVELOPER, the Consultant and/or its agents, employees, contractors and subcontractors in subconsultants associated with the performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of any responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this SectionProject.

Indemnity/Hold Harmless. CITY A. The Consultant expressly warrants that the work to be performed pursuant to this Agreement shall be performed in accordance with the standa rds specified in Article V, Standard of Care. Where approval by SANDAG, the Executive Director or other representative of SANDAG is indicated, it is understood to be conceptual approval only and does not relieve the Consultant of responsibility for complying with a ll laws, codes, industry standards and liability for damages caused by negligent acts, e rrors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subconsultants. B. With regard to the Consultant’s performance in connection with or incidental to the Project, but excluding its performance of professional services and the indemnification and hold harmless aspects thereto as set forth below, the Consultant agrees to defend, indemnify, pro- tect and hold SANDAG and its agents, officers and employees harmless from and against any officer and all claims asserted or employee thereof shall not be liable liability established for damages or injuries to any person or prop- erty, including injury to persons the Consultant’s or property occasioned i ts subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by reason of the negligent, reckless or willful acts or omissions of DEVELOPERthe Consultant and its subconsultants and their agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same, including attorney fees and costs; provided, however, that the Consultant’s duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of SANDAG, its agents, officers or employees, contractors and subcontractors in . C. With regard to the Consultant’s performance of this Agreement. DEVELOPER further professional services, the Consultant agrees to protect, defend, indemnify and hold harmless CITYSANDAG, its officials, boards and commissions, and members thereofofficers, agents and employees from and against any and all claims, demandscosts, causes of actionsuits and damages, liability including attorney’s fees, arising from the willful misconduct or loss of any sortnegligent acts, because of, or arising out of, acts erro rs or omissions of DEVELOPER, the Consultant and/or its agents, employees, contractors and subcontractors in subconsultants associated with the performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by CITY of any responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this SectionProject.

Indemnity/Hold Harmless. CITY (a) Neither the City, nor any official, officer, employee, contractor or any officer or employee thereof agent thereof, shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of DEVELOPERDeveloper, its agents, subcontractors or employees, contractors and subcontractors employees in the performance of this Agreement. DEVELOPER further Developer hereby agrees to protectto, defend, indemnify and shall defend and hold harmless CITYCity, its officialselective and appointive boards, boards commissions and commissionsofficers, and members thereofits agents, agents contractors and employees from and against any and all claims, demands, causes of action, liability damages, costs, expenses, actual attorneys’ fees, consultant’s fees, expert’s fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Developer’s operations, or any subcontractor’s operations, to be performed under this Agreement for Developer’s or subcontractor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any sort, because ofact or omission of Developer or any subcontractor, or arising out ofanyone directly or indirectly employed by any of them or anyone for the full period of time allowed by law, acts with the exception of the sole negligence or omissions willful misconduct of DEVELOPERCity. (b) Developer's indemnity, defense and hold harmless obligations under this Section 17 are not conditioned or dependent upon whether City, or its elective and appointive boards, commissions and officers, or its agents, employees, contractors and subcontractors in the performance of this Agreement, except for such claims, demands, causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claimsprepared, demands, causes of action, liabilitysupplied or reviewed any Plans or related specifications in connection with the Deferred Improvements, or loss because ofwhether City or Developer has insurance or other indemnification covering any of these matters. (c) Xxxxxxxxx's obligation to indemnify, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless and defend City shall extend to injuries to persons and damages to or alleged taking of property resulting from the design or construction of said DEVELOPMENT, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence Deferred Improvements. City's acceptance and/or certification of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements Deferred Improvements shall not constitute an assumption by CITY City of any responsibility or liability for any damage or alleged taking covered by this Sectionof property referenced herein. CITY City shall not be responsible or liable for the design or construction of the property to be dedicated Deferred Improvements constructed or the improvements installed pursuant to the approved improvement plans or map, regardless of any negligent action or inaction taken by CITY in approving the plans or mapPlans, unless the particular improvement Improvement design was specifically required by CITY City over the written objection by DEVELOPER submitted to the City Engineer before approval of the particular improvement designDeveloper, which objection indicated stated that the particular improvement Improvement design was potentially dangerous or defective and suggested an alternative set forth a safe and feasible alternative design. After acceptance City's acceptance/certification of the improvementsDeferred Improvements, the DEVELOPER Developer shall remain obligated to correct or eliminate any defect all dangerous conditions caused by defects in design or dangerous condition caused by the design or construction defectconstruction; provided, however, DEVELOPER that the Developer shall not be responsible for routine maintenance. Provisions of this Section shall remain in full force Developer acknowledges and effect for ten (10) years following the acceptance by CITY of the improvements. It is the intent of this Section agrees that DEVELOPER Developer shall be responsible and liable for all liability for the design and construction of the improvements installed or Deferred Improvements and other work done pursuant to this Agreement Agreement, and that CITY except as may be provided above, City shall not be liable for any negligence, nonfeasance, misfeasance acts or malfeasance omissions in approving, reviewing, checking, correcting or inspecting modifying any Plans, or in inspecting, reviewing or approving any work or constructionconstruction of Deferred Improvements. The improvement security Developer's Improvement Securities shall not be required to cover the provisions of secure Developer's obligations under this Section. DEVELOPER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this SectionSection 17.

Indemnity/Hold Harmless. CITY or any officer or employee thereof hereof shall not be liable for any injury to persons or property occasioned by reason of the acts or omissions of DEVELOPERSUBDIVIDER, its agents, or employees, contractors and subcontractors in the performance of this Agreement. DEVELOPER SUBDIVIDER further agrees to protect, defend, indemnify and hold harmless CITY, its officials, boards and commissions, and members thereof, agents and employees from any and all claims, demands, causes of action, liability or loss of any sort, because of, or arising out of, acts or omissions of DEVELOPERSUBDIVIDER, its agents, employees, contractors and subcontractors in the performance of this Agreement, except for such claims, demands, demands causes of action, liability, or loss arising out of the sole active negligence of the CITY, its officials, boards, commissions, the members thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, or arising out of, in whole or in part, the design or construction of the improvements. This indemnification and agreement to hold harmless shall extend to injuries to persons and damages or taking of property resulting from the design or construction of said DEVELOPMENTSUBDIVISION, and the public improvements as provided herein, and in addition, to adjacent property owners as a consequence of the diversion of waters from the design and construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an as assumption by CITY of any responsibility for any damage or taking covered by this Section. CITY shall not be responsible for the design or construction of the property to be dedicated or the improvements pursuant to the approved improvement plans or mapmaps, regardless of any negligent action or inaction taken by CITY in approving the plans or map, unless the particular improvement design was specifically required by CITY over written objection by DEVELOPER SUBDIVIDER submitted to the City Engineer before approval of the particular improvement design, which objection indicated that the particular improvement design was dangerous or defective and suggested an alternative safe and feasible design. After acceptance of the improvements, the DEVELOPER SUBDIVIDER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, DEVELOPER SUBDIVIDER shall not be responsible for routine maintenance. Provisions of this Section section shall remain in full force and effect for ten three (103) years following the acceptance by CITY of the improvements. It is the intent of this Section that DEVELOPER SUBDIVIDER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and that CITY shall not be liable for any negligence, nonfeasance, misfeasance or malfeasance in approving, reviewing, checking, or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this Section. DEVELOPER SUBDIVIDER shall reimburse CITY for all costs and expenses (including but not limited to fees and charges of architects, engineers, attorneys, and other professionals, and court costs) incurred by CITY in enforcing the provisions of this Section.