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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, or should the exigencies of the
<br />situation require repairs, replacements or reconstruction to be made before Developer can be notified,
<br />City may, at its option, make the necessary repairs, replacements or perform the necessary reconstruction
<br />and Developer shall pay to City upon demand the actual cost of such repairs, replacements or
<br />reconstruction.
<br />16. Developer Not Aeem of Citv. 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 />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 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 Project, and the Improvements required herein, and shall likewise
<br />extend to adjacent property owners asserting claims based upon the diversion of waters caused by
<br />the Developer's design or construction of public drainage systems, streets, and other public
<br />facilities or Improvements. The City's acceptance of the Improvements shall not constitute an
<br />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 Project or the Improvements constructed or installed pursuant to the approved
<br />Improvements Plans or the Parcel 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 />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 />Improvement Plans or related specifications, or in inspecting, reviewing or approving any work
<br />or construction of Improvements. The Developer's improvement security shall not be required to
<br />secure the Developers obligations under this Subsection 17.3 beyond the one-year guarantee and
<br />warranty period. If, in any judicial proceedings involving statutory immunity under the
<br />Government Claims Act (Government Code Sections 810, et seq.) asserted by the City, or its
<br />Page 7 of 22
<br />ATTY/AGR/2017.243/GS DILLER SUBSIDIARY, LLC — IA
<br />REV: 11-01-17 PR
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