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6.B. - Page 13 of 77
<br />and Developer shall pay to City upon demand and supply of copies of all invoices for costs incurred by
<br />the City the actual cost of such repairs, replacements or reconstruction.
<br />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 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 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 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 />officers, agents or employees, is determined by a court of competent jurisdiction to be
<br />inapplicable or unavailable to immunize the City, or its officers, agents or employees, from
<br />potential liability for any alleged acts or omissions under this Subsection 17.3, then such rights or
<br />obligations of indemnity hereunder shall be governed by principles of comparative fault.
<br />ATTY/AGR/2019.063/MP BRADFORD ASSOCIATES, L.P., - IMPROVEMENT AGREEMENT
<br />REV: 03-21-19 PR
<br />Page 7 of 21
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