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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
<br /> Developer's relationship to City, if any, arising herefrom is strictly that of an independent
<br /> contractor.
<br /> 17. Indemnification.
<br /> 17. 1 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 officers, agents or
<br /> employees.
<br /> 17.2 Developer's obligations under this Section 17 are not conditioned or
<br /> dependent upon the City, or its officers, agents and employees, whether the City prepared,
<br /> supplied or reviewed any Improvement Plans or related specifications in connection with 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
<br /> shall extend to injuries to persons and damages to or alleged taking of property resulting from the
<br /> design or construction of the Improvements required herein, and shall likewise extend to adjacent
<br /> property owners asserting claims based upon the diversion of waters caused by the Developer's
<br /> design or construction of public drainage systems, streets, and other public facilities or
<br /> Improvements. The City's acceptance of the Improvements shall not constitute an assumption by
<br /> the City of any responsibility or liability for any damage or alleged taking of property referenced
<br /> herein. City shall not be responsible or liable for the design or construction of the Improvements
<br /> constructed or installed pursuant to the approved Improvements Plans or the Parcel Map. After
<br /> 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,
<br /> or in inspecting, reviewing or approving any work or construction of Improvements. The
<br /> Developer's improvement security shall not be required to secure the Developer's obligations
<br /> under this Subsection 17.3 beyond the one-year guarantee and warranty period. If, in any judicial
<br /> proceedings involving statutory immunity under the Government Claims Act (Government Code
<br /> Sections 810, et seq.) asserted by the City, or its officers, agents or employees, is determined
<br /> by a court of competent jurisdiction to be inapplicable or unavailable to immunize the City,
<br /> REV: 06-22-1615
<br /> Page 8 of 15
<br /> ATTY/AGR.2016.159/Centrum Owners Association - IA
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