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7.1.B. - Page 13
<br /> 15. Warranty Period;Repair and Reconstruction. Without limiting the foregoing,Developer
<br /> expressly warrants and guarantees all Work performed under this Agreement and all materials used in the
<br /> Work for a period of one (1)year after City's final acceptance in accordance with Section 12. If,within
<br /> this one(1)year warranty period, any Improvement or part of any Improvement installed or constructed,
<br /> or caused to be installed or constructed by Developer, or any of the Work done under this Agreement,
<br /> fails to fulfill any of the requirements of the Improvement Plans or this Agreement, Developer shall,
<br /> without delay and without cost to City, repair, replace or reconstruct any defective or otherwise
<br /> unsatisfactory part or parts of the Work or Improvement to the satisfaction of the City Engineer. Should
<br /> Developer fail to act promptly or in accordance with this requirement, following written notice and an
<br /> opportunity to cure as provided in Section 25,or should the exigencies of the situation require immediate
<br /> repairs, replacements or reconstruction to be made before Developer can be notified, City may, at its
<br /> option,make the necessary repairs,replacements or perform the necessary reconstruction and Developer
<br /> shall pay to City upon demand the actual cost of such repairs,replacements or reconstruction.
<br /> 16. Developer Not Agent of City. 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 /> 171 Neither the City, nor its officers, agents nor employees, shall be liable or
<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 harmless 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 misconduct 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 Project or the
<br /> Improvements, or whether the City has insurance or other indemnification covering any of these
<br /> 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 Subdivision, and the Improvements required herein, and shall
<br /> likewise extend to adjacent property owners asserting claims based upon the diversion of waters
<br /> caused by the Developer's design or construction of public drainage systems, streets, and other
<br /> public facilities or Improvements.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 /> 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. After City's acceptance of the Improvements, the
<br /> Developer shall 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 routine maintenance. Developer's obligations hereunder shall remain in effect for ten (10)
<br /> years following acceptance of the Improvements by the City Council. Developer acknowledges
<br /> and agrees that Developer shall be responsible and liable for the design and construction of the
<br /> REV:02-20-15 VR
<br /> Page 7 of21
<br /> ATTY/AGR.2015.034/SunCap Redwood LLC(IA)
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