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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 imder this Section ]7 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 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 ar installed pursuant to the approved
<br /> Improvements Plans or the Final Map. After City's acceptance of the lmprovements, 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 far 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 modifying any
<br /> lmprovement Plans or related specifications, ar in inspecting, reviewing or approving any wark
<br /> or construction of]mprovements. The Developer's improvement security shall not be required to
<br /> secure the Developers obligations under this Subsection ]73 beyond the one-year guarantee and
<br /> warranty period. If, in any judicial proceedings involving statutory immunity under the Tort
<br /> Claims Act (Government Code 810, et seq.) asserted by the City, or its officers, agents or
<br /> employees, is determined 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. lnsurance.
<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 /> of coverage corresponding to the aforesaid categories of insurance per insurable event shall be as
<br /> follows:
<br /> REV:10-08-15 VR
<br /> ATTY/AGR/2015.224/HAMILTIN&WINSLOW PROPERTIES,LLP—IA
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