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7.3.A. - Page 9
<br /> arising out of the construction and/or installation of the Improvements as set out in Section 3
<br /> above. Developer shall indemnify,hold harmless and defend the City, its officers, agents and
<br /> employees, from and against any and all losses, claims, costs, expenses, liabilities, damages,
<br /> actions, causes of action and judgments, including reasonable attorneys' fees, arising out of or
<br /> attributable to Developer's performance under this Agreement. Notwithstanding the forgoing,
<br /> Developer shall not be obligated under this Agreement to defend and/or indemnify the City to the
<br /> extent that any of the damage or injury is caused by the gross negligence or willful misconduct of
<br /> 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 shall
<br /> extend to injuries to persons and damages to or alleged taking of property resulting from the
<br /> design or construction of the Project, and the Improvements required herein, and shall likewise
<br /> extend to adjacent property owners asserting claims based upon the diversion of waters caused by
<br /> the Developer's design or construction of public drainage systems, streets, and other public
<br /> facilities or improvements. The City's acceptance of the Improvements shall not constitute an
<br /> assumption by the City of any responsibility or liability for any damage or alleged taking of
<br /> property referenced herein. City shall not be responsible or liable for the design or construction
<br /> of the Subdivision or the Improvements constructed or installed pursuant to the approved
<br /> Improvements Plans or the Final Map,unless the particular Improvement design was required by
<br /> the City over the Written Objection of the Developer, which objection stated that the
<br /> Improvement design was potentially dangerous or defective and set forth an alternative design.
<br /> After City's acceptance of the Improvements,the Developer shall remain obligated to correct or
<br /> eliminate all dangerous conditions created by defects in design or construction; provided,
<br /> however, that the Developer shall not be responsible for routine maintenance. Developer's
<br /> obligations hereunder shall remain in effect for ten (10) years following acceptance of the
<br /> Improvements by the City Council Developer acknowledges and agrees that Developer shall be
<br /> responsible and liable for the design and construction of the Improvements and other work done
<br /> pursuant to this Agreement,and City shall not be liable for any acts or omissions in approving,
<br /> reviewing,checking,correcting or modifying any Improvement Plans or related specifications,or
<br /> in inspecting, reviewing or approving any work or construction of Improvements. The
<br /> Developer's improvement security shall not be required to secure the Developers obligations
<br /> under this subparagraph C beyond the one-year guarantee and warranty period. If,in any judicial
<br /> proceedings involving statutory immunity under the Tort Claims Act(Government Code 810, et
<br /> seq.) asserted by the City, or its officers, agents or employees, is determined by a court of
<br /> competent jurisdiction to be inapplicable or unavailable to immunize the City, or its officers,
<br /> agents or employees,from potential liability for any alleged acts or omissions under this Section
<br /> 17.3, then such rights or obligations of indemnity hereunder shall be governed by principles of
<br /> comparative fault.
<br /> 18. Insurance. •
<br /> 18.1 Developer shall, before the release of said final map by City for recordation,
<br /> obtain and maintain, in full force and effect during the term of this Agreement, at Developer's
<br /> own expense and risk, Worker's Compensation, a general comprehensive liability insurance
<br /> policy,and owned,non-owned,and hired automobile liability insurance. The minimum amounts
<br /> ATTY/AGR/2012A65/2586 ECR(URBAN HOUSING)SUBDIVISION IMPROVEMENTAGREEMENT
<br /> REV:06-05-12 VR
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