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Agreement, fails to fulfill any of the requirements of the Improvement Plans or this
<br /> Agreement, Developer shall , without delay and without cost to City, repair, replace or
<br /> reconstruct any defective or otherwise unsatisfactory part or parts of the Work or
<br /> Improvement to the satisfaction of the City Engineer. Should Developer fail to act
<br /> promptly or in accordance with this requirement, or should the exigencies of the
<br /> situation require repairs, replacements or reconstruction to be made before Developer
<br /> can be notified , City may, at its option , make the necessary repairs, replacements or
<br /> perform the necessary reconstruction and Developer shall pay to City upon demand the
<br /> actual cost of such repairs, replacements or reconstruction .
<br /> 16 . Developer Not Agent of City. Neither Developer nor Developer's
<br /> contractors, subcontractors, agents, officers, or employees are agents or employees of
<br /> City and the Developer's relationship to City, if any, arising herefrom is strictly that of an
<br /> independent contractor.
<br /> 17. Indemnification .
<br /> 17 . 1 Neither the City, nor its officers, agents nor employees, shall be
<br /> liable or responsible for any accident, injury, loss, or damage to either property or
<br /> person attributable to or arising out of the construction or installation of the
<br /> improvements. Developer shall indemnify, hold harmless and defend the City, its
<br /> officers, agents and employees, from and against any and all losses, claims,
<br /> costs, expenses, liabilities, damages, actions, causes of action and judgments,
<br /> including reasonable attorneys' fees, arising out of or attributable to Developer's
<br /> performance under this Agreement. Notwithstanding the forgoing , Developer
<br /> shall not be obligated under this Agreement to defend and/or indemnify the City
<br /> to the extent that any of the damage or injury is caused by the gross negligence
<br /> 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
<br /> dependent upon the City, or its officers, agents and employees, whether the City
<br /> prepared , supplied or reviewed any Improvement Plans or related specifications
<br /> in connection with the Subdivision or the Improvements, or whether the City has
<br /> insurance or other indemnification covering any of these matters.
<br /> 17 .3 Developer's obligation to indemnify, hold harmless and defend the
<br /> City shall extend to injuries to persons and damages to or alleged taking of
<br /> property resulting from the design or construction of the Subdivision , and the
<br /> Improvements required herein , and shall likewise extend to adjacent property
<br /> owners asserting claims based upon the diversion of waters caused by the
<br /> Developer's design or construction of public drainage systems, streets, and other
<br /> public facilities or Improvements. The City's acceptance of the Improvements
<br /> shall not constitute an assumption by the City of any responsibility or liability for
<br /> any damage or alleged taking of property referenced herein . City shall not be
<br /> responsible or liable for the design or construction of the Subdivision or the
<br /> Improvements constructed or installed pursuant to the approved Improvements
<br /> Plans or the Final Map . After City's acceptance of the Improvements, the
<br /> Page 8 of 23
<br /> REV: 08-11-16 VR
<br /> ATTY/AGR.2016.214/FINGER IMPROVEMENT AGREEMENT
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