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May 25, 2010 -Execution Copy Developer or its contractors, subcontractors, agents, or employees in connection with the construction or improvement of the Project Site and the Project, including off-site public improvements, except as solely arising out of the gross negligence or willful misconduct of City, its contractors, subcontractors, agents or employees. The indemnity under this Section shall survive expiration, termination or cancellation of this Agreement and shall be independent of other indemnity agreements. ARTICLE 11. NO AGENCY, JOINT VENTURE OR PARTNERSHIP It is specifically understood and agreed to by and between the parties hereto that: (i) the subject development is a private development; (ii) City has no interest or responsibilities for, or duty to, third parties concerning any improvements until such time, and only until such time, that City accepts the same pursuant to the provisions of this Agreement or in connection with the various Project Approvals or Subsequent Approvals; and (iii) City and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between City and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between City and Developer. ARTICLE 12. MISCELLANEOUS Section 12.01. Incorporation of Recitals and Introductory Para rg aph. The Recitals contained in this Agreement, and the Introductory Paragraph preceding the Recitals, are hereby incorporated into this Agreement as if fully set forth herein. Section 12.02. Insurance. (a) Public Liability and Property Damage Insurance. At all times that Developer is constructing any improvements that will become public Improvements, Developer shall maintain in effect a policy of comprehensive general liability insurance with a per occurrence combined single limit of not less than five million ($5,000,000) dollars and a deductible of not more than fifty thousand ($50,000) dollars per claim. The policy so maintained by Developer shall name the City as an additional insured and shall include either a severability of interest clause or cross liability endorsement. (b) Workers' Compensation Insurance. At all times that Developer is constructing any improvements that will become public improvements, Developer shall maintain workers' compensation insurance as required by California law for all persons employed by for work at the project site. Developer shall require each contractor and subcontractor similarly to provide workers' compensation insurance for its respective employees. Developer agrees to indemnify the City for any damage resulting from Developer failure to maintain any such insurance. Page 31 of 36 1424669.1 Kaiser Medical Center and Retail Project Development Agreement