Common use of Indemnity/Hold Harmless Clause in Contracts

Indemnity/Hold Harmless. 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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. C. With regard to the Consultant’s performance of professional services, the Consultant agrees to defend, indemnify and hold harmless SANDAG, its officers, agents and employees from and against any and all claims, costs, suits and damages, including attorney’s fees, arising from the willful misconduct or negligent acts, errors or omissions of the Consultant and/or its subconsultants associated with the Project.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work CITY or any officer or employee thereof shall not be liable for any injury to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval persons or property occasioned 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 reason 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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 SANDAGDEVELOPER, its agents, officers or employees. C. With regard to , contractors and subcontractors in the Consultant’s performance of professional services, the Consultant this Agreement. DEVELOPER further agrees to protect, defend, indemnify and hold harmless SANDAGCITY, its officersofficials, boards and commissions, and members thereof, agents and employees from and against any and all claims, costsdemands, suits and damagescauses of action, including attorney’s feesliability or loss of any sort, because of, or arising from the willful misconduct or negligent actsout of, errors acts or omissions of DEVELOPER, its agents, employees, contractors and subcontractors in the Consultant and/or 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 subconsultants associated with officials, boards, commissions, the Projectmembers 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. 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 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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. C. With regard to the Consultant’s performance of professional services, the Consultant agrees to defend, indemnify and hold harmless SANDAG, its officers, agents and employees from and against any and all claims, costs, suits and damages, including attorney’s fees, arising from the willful misconduct or negligent acts, errors or omissions of the Consultant and/or its subconsultants associated with the Project.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work City or any officer, employee or agent thereof shall not be liable for any injury to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval persons or property occasioned 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 reason 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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 SANDAGDeveloper, its agents, officers or employees. C. With regard to , contractors and subcontractors in the Consultant’s performance of professional services, the Consultant this Agreement. Developer further agrees to protect, defend, indemnify and hold harmless SANDAGCity, its officersofficials, agents boards and commissions, and members thereof, agents, and employees from and against any and all claims, costsdemands, suits and damagescauses of action, including attorney’s feesliability or loss of any sort, because of, or arising from the willful misconduct or negligent actsout of, errors acts or omissions of Developer, its agents, employees, contractors and subcontractors in the Consultant and/or 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 subconsultants associated with 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 Project, 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 improvements. Recordation of the Notice of Acceptance by the City of the Works of Improvements shall not constitute an assumption by the 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 the 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 recordation of the Notice of Acceptance, the Developer shall remain obligated to eliminate any latent defect in design or dangerous condition caused by the design or construction defect; however, Developer shall not be responsible for routine maintenance. The provisions of this paragraph shall remain in full force and effect for one (1) year following the recordation of the Notice of Acceptance by the City of the Works of 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 or reviewing any work or construction. The improvement security shall not be required to cover the provisions of this Paragraph. Developer shall reimburse the 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 this Section.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work City or any officer, employee or agent thereof shall not be liable for any injury to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval persons or property occasioned 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 reason 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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 SANDAGDeveloper, its agents, officers or employees. C. With regard to , contractors and subcontractors in the Consultant’s performance of professional services, the Consultant this Agreement. Developer further agrees to protect, defend, indemnify and hold harmless SANDAGCity, its officersofficials, agents boards and commissions, and members thereof, agents, and employees from and against any and all claims, costsdemands, suits and damagescauses of action, including attorney’s feesliability or loss of any sort, because of, or arising from the willful misconduct or negligent actsout of, errors acts or omissions of Developer, its agents, employees, contractors and subcontractors in the Consultant and/or 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 subconsultants associated with 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 Public 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 Project, 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 improvements. Recordation of the Notice of Acceptance by the City of the improvements shall not constitute an assumption by the 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 City-Private Developer Agreement (SJMC Title 14) 12 (Rev. 02/15/2012) T-1562\217903_2 Improvement Plans or Permit, regardless of any negligent action or inaction taken by the City in approving the Improvement Plans or Permit, 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 recordation of the Notice of Acceptance of the Public Improvements, the Developer shall remain obligated to eliminate any latent defect in design or dangerous condition caused by the design or construction defect; however, Developer shall not be responsible for routine maintenance. The provisions of this paragraph shall remain in full force and effect for ten (10) years following recordation of the Notice of Acceptance by the 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 Paragraph. Developer shall reimburse the 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 this Section.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work City or any officer, employee or agent thereof shall not be liable for any injury to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval persons or property occasioned 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 reason 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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 SANDAGDeveloper, its agents, officers or employees. C. With regard to , contractors and subcontractors in the Consultant’s performance of professional services, the Consultant this Agreement. Developer further agrees to protect, defend, indemnify and hold harmless SANDAGCity, its officersofficials, agents boards and commissions, and members thereof, agents, and employees from and against any and all claims, costsdemands, suits and damagescauses of action, including attorney’s feesliability or loss of any sort, because of, or arising from the willful misconduct or negligent actsout of, errors acts or omissions of Develope , its agents, empl yees, con ractors and subcontractors in the Consultant and/or pe formance of this Agreement, except for such claims, dem nds, caus s of action, liability or loss arising out of the sole active negligen e of the City, its subconsultants associated with 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 Public 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 Project., 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 improvements. Recordation of the Notice of Acceptance by the City of the improvements shall not constitute an assumption by the 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 Permit, regardless of any negligent action or inaction taken by the City in approving the Improvement Plans or Permit, 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 recordation of the Notice of Acceptance of the Public Improvements, the Developer shall remain obligated to eliminate any latent defect in design or dangerous condition caused by the design or construction defect; however, Developer shall not be responsible for routine maintenance. The provisions of this paragraph shall remain in full force and effect for ten (10) years following recordation of the Notice of Acceptance by the 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 Paragraph. Developer shall reimburse the City for all costs and expenses, including but not limited to fee and charg s of architects, engineers, attor eys, and other professionals, and court costs, incurred by City in enforcing this Secti n.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work CITY or any officer or employee thereof shall not be liable for any injury to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval persons or property occasioned 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 reason 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of SUBDIVIDER, its agents or employees in the Consultant and its subconsultants and their agentsperformance of this Agreement. SUBDIVIDER further agrees to protect, officers or employeesindemnify, 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 SANDAGCITY, its agents, officers or employees. C. With regard to the Consultant’s performance of professional services, the Consultant agrees to defend, indemnify and hold harmless SANDAG, its officers, agents officials and employees from and against any and all claims, costsdemands, suits and damagescauses of action, including attorney’s feesliability or loss of any sort, because of, or arising from the willful misconduct or negligent actsout of, errors acts or omissions of SUBDIVIDER, its agents or employees in the Consultant and/or its subconsultants associated performance of this Agreement, 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 Subdivision, 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 or construction of public drainage systems, streets and other public improvements. Acceptance by CITY of the improvements shall not constitute an assumption by the CITY of any responsibility for any damage or taking covered by this paragraph. CITY shall not be responsible for the design or construction of the Subdivision 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 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, SUBDIVIDER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect, and to be responsible for maintenance and care of the improvements for one year. Provisions of this paragraph shall remain in full force and effect for 10 years following the acceptance by CITY of improvements. It is the intent of this section that SUBDIVIDER shall be responsible for all liability for design and construction of the improvements installed or work done pursuant to this Agreement and SUBDIVIDER approving, reviewing, checking, or correcting any plans or specifications or in approving, reviewing or inspecting any work or construction. The improvement security shall not be required to cover the provisions of this paragraph. SUBDIVIDER shall provide CITY with a certificate of insurance in the Projectaggregate amount of $1,000,000.00 and in a form acceptable to the City Engineer as set forth in Section 19, below.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work to be performed pursuant to this Agreement shall be performed in accordance with 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 responsibility responsibilit y for complying with all laws, codes, industry standards and liability for dam- 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 ConsultantCo 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- pro - tect and hold SANDAG and CalTrans and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or prop- prop erty, including injury to the Consultant’s or its subconsultantssubconsulta nts’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the Consultant and its subconsultants and their agents, officers or employeesem ployees, in performing p erforming the work or services herein, and all expenses of investigating and defending 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. C. With regard to the Consultant’s performance of professional services, the Consultant agrees to defend, indemnify and hold harmless SANDAGSANDAG and CalTrans, its officers, agents and employees from and against any and all claims, costs, suits and damages, including attorney’s fees, arising from the willful misconduct or negligent acts, errors or omissions of the Consultant and/or its subconsultants associated ass ociated with the Project.

Indemnity/Hold Harmless. A. The Consultant expressly warrants 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 equity, (including reasonable expert fees, reasonable 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 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 entitled to payment for additional work required to be performed pursuant 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 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 accordance connection with the standards specified in Article Vthis Agreement. 9.4. Any and all costs incurred by District, Standard of Care. Where approval by SANDAGor for which District may become liable, 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 actsdelays of Provider in its performance hereunder, errorsshall be paid to District by Provider. Without waiving any other remedies, omissionsDistrict may deduct such costs from any payments due to Provider. 9.5. In the event that any damage to persons or property results from the use or failure of any equipment used by the Provider or by its employees, noncompliance 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 industry standards, respect to any benefits paid for or the willful misconduct on behalf of any employee of the Consultant or its subconsultantsProvider. B. With regard to 9.6. Except as otherwise provided in the Consultant’s performance Agreement, nothing 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 this Agreement shall limit any and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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, equitable indemnity rights 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 employeesParties have under California law. C. With regard to the Consultant’s performance of professional services, the Consultant agrees to defend, indemnify and hold harmless SANDAG, its officers, agents and employees from and against any and all claims, costs, suits and damages, including attorney’s fees, arising from the willful misconduct or negligent acts, errors or omissions of the Consultant and/or its subconsultants associated with the Project.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work CITY or any officer or employee hereof shall not be liable for any injury to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval persons or property occasioned 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 reason 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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 SANDAGSUBDIVIDER, its agents, officers or employees. C. With regard to , contractors and subcontractors in the Consultant’s performance of professional services, the Consultant this Agreement. SUBDIVIDER further agrees to protect, defend, indemnify and hold harmless SANDAGCITY, its officersofficials, boards and commissions, and members thereof, agents and employees from and against any and all claims, costsdemands, suits and damagescauses of action, including attorney’s feesliability or loss of any sort, because of, or arising from the willful misconduct or negligent actsout of, errors acts or omissions of SUBDIVIDER, its agents, employees, contractors and subcontractors in the Consultant and/or 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 subconsultants associated with officials, boards, commissions, the Projectmembers thereof, agents, and employees, including all claims, demands, causes of action, liability, or loss because of, 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 SUBDIVISION, 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 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 maps, 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 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 SUBDIVIDER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, SUBDIVIDER shall not be responsible for routine maintenance. Provisions of this section shall remain in full force and effect for three (3) years following the acceptance by CITY of the improvements. It is the intent of this Section that 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. 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.

Indemnity/Hold Harmless. A. The Consultant 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 SANDAGXXXXXX, the Executive Director or other representative of SANDAG is indicated, it is understood to be conceptual approval only and does not relieve the Consultant 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 Consultant Contractor or its subconsultantssubcontractors. B. With regard to the ConsultantContractor’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 Contractor agrees to defend, indemnify, pro- tect and hold SANDAG and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the ConsultantContractor’s or its subconsultantssubcontractors’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the Consultant Contractor and its subconsultants 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 ConsultantContractor’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. C. With regard to the ConsultantContractor’s performance of professional services, the Consultant Contractor agrees to defend, indemnify and hold harmless SANDAG, its officers, agents and employees from and against any and all claims, costs, suits and damages, including attorney’s fees, arising from the willful misconduct or negligent acts, errors or omissions of the Consultant Contractor and/or its subconsultants subcontractors associated with the Project.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work City or any officer, employee or agent thereof shall not be liable for any injury to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval persons or property occasioned 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 reason 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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 SANDAGDeveloper, its agents, officers or employees. C. With regard to , contractors and subcontractors in the Consultant’s performance of professional services, the Consultant this Agreement. Developer further agrees to protect, defend, indemnify and hold harmless SANDAGCity, its officersofficials, agents boards and commissions, and members thereof, agents, and employees from and against any and all claims, costsdemands, suits and damagescauses of action, including attorney’s feesliability or loss of any sort, because of, or arising from the willful misconduct or negligent actsout of, errors acts or omissions of Developer, its agents, employees, contractors and subcontractors in the Consultant and/or 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 subconsultants associated with 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 Project, 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 improvements. Recordation of the Notice of Acceptance by the City of the Works of Improvements shall not constitute an assumption by the 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 the 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 recordation of the Notice of Acceptance, the Developer shall remain obligated to eliminate any latent defect in design or dangerous condition caused by the design or construction defect; however, Developer shall not be responsible for routine maintenance. The provisions of this paragraph shall remain in full force and effect for ten (10) years following the recordation of the Notice of Acceptance by the City of the Works of 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 or reviewing any work or construction. The improvement security shall not be required to cover the provisions of this Paragraph. Developer shall reimburse the 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 this Section.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that (a) Neither the work to be performed pursuant to this Agreement City, nor any official, officer, employee, contractor or agent thereof, shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval liable for any injury to persons or property occasioned 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 reason of the Consultant acts or omissions of Developer, its subconsultants. B. With regard to agents, subcontractors or employees in the Consultant’s performance in connection with or incidental to the Project, but excluding its performance of professional services this Agreement. Developer hereby agrees to, and the indemnification shall defend and hold harmless aspects thereto as set forth belowCity, the Consultant agrees to defendits elective and appointive boards, indemnifycommissions and officers, pro- tect and hold SANDAG and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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. C. With regard to the Consultant’s performance of professional services, the Consultant agrees to defend, indemnify and hold harmless SANDAG, its officers, agents contractors and employees from and against any and all claims, demands, causes of action, damages, costs, suits and damagesexpenses, including attorneyactual 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 act or omission of Developer or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by law, with the exception of the sole negligence or willful misconduct of City. (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, contractors and employees, prepared, supplied or reviewed any Plans or related specifications in connection with the Deferred Improvements, or whether City or Developer has insurance or other indemnification covering any of these matters. (c) Xxxxxxxxx's obligation to indemnify, hold harmless and defend City shall extend to injuries to persons and damages to or alleged taking of property resulting from the willful misconduct design or negligent actsconstruction of the Deferred Improvements. City's acceptance and/or certification of the Deferred Improvements shall not constitute an assumption by 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 Deferred Improvements constructed or installed pursuant to the Plans, errors unless the particular Improvement design was required by City over the written objection of Developer, which objection stated that the Improvement design was potentially dangerous or defective and set forth a safe and feasible alternative design. After City's acceptance/certification of the Deferred Improvements, Developer shall remain obligated to correct or eliminate all dangerous conditions caused by defects in design or construction; provided, however, that the Developer shall not be responsible for routine maintenance. Developer acknowledges and agrees that Developer shall be responsible and liable for the design and construction of the Deferred Improvements and other work done pursuant to this Agreement, and except as may be provided above, City shall not be liable for any acts or omissions in approving, reviewing, checking, correcting or modifying any Plans, or in inspecting, reviewing or approving any work or construction of the Consultant and/or its subconsultants associated with the ProjectDeferred Improvements. Developer's Improvement Securities shall not be required to secure Developer's obligations under this Section 17.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work City or any officer, employee or agent thereof shall not be liable for any injury to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval persons or property occasioned 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 reason 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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 SANDAGSubdivider, its agents, officers or employees. C. With regard to , contractors and subcontractors in the Consultant’s performance of professional services, the Consultant this Agreement. Subdivider further agrees to protect, defend, indemnify and hold harmless SANDAGCity, its officersofficials, agents boards and commissions, and members thereof, agents, and employees from and against any and all claims, costsdemands, suits and damagescauses of action, including attorney’s feesliability or loss of any sort, because of, or arising from the willful misconduct or negligent actsout of, errors acts or omissions of Subdivider, its agents, employees, contractors and subcontractors in the Consultant and/or 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 subconsultants associated with officials, boards, commissions, the Projectmembers 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 Subdivision, 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 improvements. Recordation of the Notice of Acceptance by the City of the Works of Improvements shall not constitute an assumption by the 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 the City in approving the plans or map, unless the particular improvement design was specifically required by City over written objection by 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 recordation of the Notice of Acceptance, the Subdivider shall remain obligated to eliminate any latent defect in design or dangerous condition caused by the design or construction defect; however, Subdivider shall not be responsible for routine maintenance. The provisions of this paragraph shall remain in full force and effect for ten (10) years following the recordation of the Notice of Acceptance by the City of the Works of Improvements. It is the intent of this section that 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 or reviewing any work or construction. The improvement security shall not be required to cover the provisions of this Paragraph. Subdivider shall reimburse the 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 this Section.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work City or any officer, employee or agent thereof shall not be liable for any injury to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval persons or property occasioned 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 reason 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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 SANDAGSubdivider, its agents, officers or employees. C. With regard to , contractors and subcontractors in the Consultant’s performance of professional services, the Consultant this Agreement. Subdivider further agrees to protect, defend, indemnify and hold harmless SANDAGCity, its officersofficials, agents boards and commissions, and members thereof, agents, and employees from and against any and all claims, costsdemands, suits and damagescauses of action, including attorney’s feesliability or loss of any sort, because of, or arising from the willful misconduct or negligent actsout of, errors acts or omissions of Subdivider, its agents, employees, contractors and subcontractors in the Consultant and/or 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 subconsultants associated with officials, boards, commissions, the Projectmembers 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 Subdivision, 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 improvements. Recordation of the Notice of Acceptance by the City of the improvements shall not constitute an assumption by the 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 the City in approving the plans or map, unless the particular improvement design was specifically required by City over written objection by 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 recordation of the Notice of Acceptance of the Public Improvements, the Subdivider shall remain obligated to eliminate any latent defect in design or dangerous condition caused by the design or construction defect; however, Subdivider shall not be responsible for routine maintenance. The provisions of this paragraph shall remain in full force and effect for ten (10) years following the recordation of the Notice of Acceptance by the City of the improvements. It is the intent of this section that 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 or reviewing any work or construction. The improvement security shall not be required to cover the provisions of this Paragraph. Subdivider shall reimburse the 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 this Section.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work CITY or any officer or employee thereof shall not be liable for any injury to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval persons or property occasioned 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 reason 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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 SANDAGSUBDIVIDER, its agents, officers or employees. C. With regard to , contractors and subcontractors in the Consultant’s performance of professional services, the Consultant this Agreement. SUBDIVIDER further agrees to protect, defend, indemnify and hold harmless SANDAGCITY, its officersofficials, boards and commissions, and members thereof agents and employees from and against any and all claims, costsdemands, suits and damagescauses of action, including attorney’s feesliability or loss of any sort, because of, or arising from the willful misconduct or negligent actsout of, errors acts or omissions of SUBDIVIDER, its agents, employees, contractors and subcontractors in the Consultant and/or 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 subconsultants associated with officials, boards, commissions, the Projectmembers 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 SUBDIVISION, 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 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 SUBDIVIDER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, SUBDIVIDER 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 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. 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.

Indemnity/Hold Harmless. A. The Consultant expressly warrants that the work CITY or any officer or employee thereof shall not be liable for any injury to be performed pursuant to this Agreement shall be performed in accordance with the standards specified in Article V, Standard of Care. Where approval persons or property occasioned 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 reason 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 and all claims asserted or liability established for damages or injuries to any person or prop- erty, including injury to the Consultant’s or its subconsultants’ employees, agents or officers, which arise from or are connected with or are caused or claimed to be caused by the negligent, reckless or willful acts or omissions of the 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 SANDAGSUBDIVIDER, its agents, officers or employees. C. With regard to , contractors and subcontractors in the Consultant’s performance of professional services, the Consultant this Agreement. SUBDIVIDER further agrees to protect, defend, indemnify and hold harmless SANDAGCITY, its officersofficials, boards and commissions, and members thereof, agents and employees from and against any and all claims, costsdemands, suits and damagescauses of action, including attorney’s feesliability or loss of any sort, because of, or arising from the willful misconduct or negligent actsout of, errors acts or omissions of SUBDIVIDER, its agents, employees, contractors and subcontractors in the Consultant and/or 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 subconsultants associated with officials, boards, commissions, the Projectmembers 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 SUBDIVISION, 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 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 SUBDIVIDER shall remain obligated to eliminate any defect in design or dangerous condition caused by the design or construction defect; however, SUBDIVIDER 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 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. 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.