|
16. Developer Not Ag,ent of Citv. Neither Developer nor Developer's contractors,
<br /> subcontractors, agents, officers, or employees are agents or employees of City and the Developer's
<br /> relationship to City,if any,arising herefrom is strictly that of an independent contractor.
<br /> 17. Indemnification.
<br /> 17.1 Neither the City, nor its officers, agents nor employees, shall be liable ar
<br /> responsible for any accident,injury,loss,or damage to either property or person attributable to or
<br /> arising out of the construction or installation of the Improvements. Developer shall indemnify,
<br /> hold harrnless and defend the City, its officers,agents and employees, from and against any and
<br /> all losses, claims, costs, expenses, liabilities, damages, actions, causes of action and judgments,
<br /> including reasonable attorneys' fees, arising out of or attributable to Developer's performance
<br /> under this Agreement. Notwithstanding the forgoing,Developer shall not be obligated under this
<br /> Agreement to defend and/or indemnify the City to the extent that any of the damage or injury is
<br /> caused by the gross negligence or willful xnisconduct of the City or its agents or employees.
<br /> 17.2 Developer's obligations under this Section 17 are not conditioned or dependent
<br /> upon the City, or its officers, agents and employees, whether the City prepared, supplied or
<br /> reviewed any Improvement Plans or related specifications in connection with the Subdivision or
<br /> the Improvements, or whether the City has insurance or other indemnification covering any of
<br /> these matters.
<br /> 17.3 Developer's obligation to indemnify, hold harmless and defend the City sha11
<br /> extend to injuries to persons and damages to or alleged taldng of property resulting from the
<br /> design or construction of the Subdivision, and the Improvements required herein, and sha11
<br /> likewise extend to adjacent property owners asserting claims based upon the diversion of waters
<br /> caused by the Developer's design or construcrion of public drainage systems, streets, and other
<br /> public facilities or Irnprovements.The City's acceptance of the Improvements shall not constitute
<br /> an assumption by the City of any responsibility or liability for any damage or alleged taking of
<br /> properiy referenced herein. City shall not be responsible or liable for the design or construction
<br /> of the Subdivision or the Improvements constructed or insta.11ed pursuant to the approved
<br /> Improvements Plans or the Final Map. After City's acceptance of the Improvements, the
<br /> Developer sha11 remain obligated to correct or eliminate all dangerous conditions created by
<br /> defects in design or construction; provided,however,that the Developer shall not be responsible
<br /> for mutine maintenance. Developer's obligations hereunder shall remain in effect for ten (10)
<br /> years following acceptance of the Improvements by the City Council. Developer aclaiowledges
<br /> and agrees that Developer shall be responsible and liable for the design and construction of the
<br /> Improvements and other work done pursuant to this Agreement, and City shall not be liable for
<br /> any acts or omissions in approving, reviewing, checking, correcting or modifjring any
<br /> Improvement Plans or related specifications, or in inspecting, reviewing or approving any work
<br /> or construction of Improvements. The Developer's improvement security sha11 not be required to
<br /> secure the Developers obligations under this Subsection 17.3 beyond the one-yeaz guarantee and
<br /> warranty period. If, in any judicial proceedings involving statutory imxnunity under the Tort
<br /> Claims Act (Government Code 810, et seq.) asserted by the City, or its officers, agents or
<br /> employees,is deternuned by a court of competent jurisdiction to be inapplicable or unavailable to
<br /> immunize the City, or its officers, agents or employees, from potential liability for any alleged
<br /> acts or omissions under this Subsection 17.3, then such rights or obligations of indemnity
<br /> hereunder shall be governed by principles of comparative fault.
<br /> 18. Insurance.
<br /> REV:06-05-14 VR
<br /> Page 7 of 19
<br /> ATTY/AGR.2014.090/RWC 1856_755 Brewster(IA)
<br />
|