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such agency has not registered its satisfaction or dissatisfaction, it shall be conclusively
<br />deemed that the Butler's performance of the obligation was done to its satisfaction.
<br />15. Warrantv Period: Repair and Reconstruction. Without limiting the foregoing, Butler
<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 Butler, or any of the Work done under this Agreement, fails to
<br />fulfill any of the requirements of the hnprovement Plans or this Agreement, Butler shall, without delay
<br />and without cost to City, repair, replace or reconstruct any defective or otherwise unsatisfactory part or
<br />parts of the Work or Improvement to the satisfaction of the City Engineer. Should Butler fail to act
<br />promptly or in accordance with this requirement, or should the exigencies of the situation require repairs,
<br />replacements or reconstruction to be made before Butler can be notified, City may, at its option, make the
<br />necessary repairs, replacements or perform the necessary reconstruction and Butler shall pay to City upon
<br />demand the actual cost of such repairs, replacements or reconstruction.
<br />16. Butler Not Aeent of Citv. Neither Butler nor Butler's contractors, subcontractors, agents,
<br />officers, or employees are agents or employees of City and Butler's relationship to City, if any, arising
<br />herefrom is strictly that of an independent contractor.
<br />17. hidemnification.
<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. Butler shall indemnify, hold
<br />harmless and defend the City, its officers, agents and employees, from and against any and all
<br />losses, claims, costs, expenses, liabilities, damages, actions, causes of action and judgments,
<br />including reasonable attorneys' fees, arising out of or attributable to Butler's performance under
<br />this Agreement. Notwithstanding the forgoing, Butler 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 Butler's obligations under this Section 17 are not conditioned or dependent upon
<br />whether the City, or its officers, agents and employees, prepared, supplied or reviewed any
<br />Improvement Plans or related specifications in connection with the Subdivision or the
<br />Improvements, or whether the City has insurance or other indemnification covering any of these
<br />matters.
<br />17.3 Butler's obligation to indemnify, hold harmless and defend the City shall extend
<br />to injuries to persons and damages to or alleged taking of property resulting from the design or
<br />construction of the Subdivision, and the Improvements required herein, and shall likewise extend
<br />to adjacent property owners asserting claims based upon the diversion of waters caused by the
<br />Butler's 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 Subdivision or
<br />the Improvements constructed or installed pursuant to the approved Improvements Plans or the
<br />Parcel Map. After City's acceptance of the Improvements, the Butler shall remain obligated to
<br />correct or eliminate all dangerous conditions created by defects in design or construction;
<br />provided, however, that Butler shall not be responsible for routine maintenance. Butler's
<br />ATTY/AGR/2017.029/1629 MAIN STREET—SUBDIVISION IMPROVEMENT
<br />REV: 02-06-17 PR
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