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agency has not registered its satisfaction or dissatisfaction, it will be
<br />conclusively deemed that Developer's performance of the obligation was
<br />done to its satisfaction.
<br />15. Warrant Period Re air and Reconstruction. Without limiting the
<br />foregoing, Developer expressly warrants and guarantees all Work performed under this
<br />Agreement and all materials used in the Work for a period of one (1) year after City's final
<br />acceptance in accordance with Section 12. If, within this one (1) year warranty period,
<br />any Improvement or part of any Improvement installed or constructed, or caused to be
<br />installed or constructed by Developer, or any of the Work done under this Agreement,
<br />fails to fulfill any of the requirements of the Improvement Plans or this Agreement,
<br />Developer will, without delay and without cost ,to City, repair, replace or reconstruct any
<br />defective or otherwise unsatisfactory part or parts of the Work or Improvement to the
<br />satisfaction of the City Engineer. Should Developer fail to act promptly or in accordance
<br />with this requirement, or should the exigencies of the situation require repairs,
<br />replacements or reconstruction to be made before Developer can be notified, City may,
<br />at its option, make the necessary repairs, replacements or perform the necessary
<br />reconstruction and Developer will pay to City upon demand the actual cost of such repairs,
<br />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 Developer's relationship to City, if any, arising herefrom is strictly that of an
<br />independent contractor.
<br />17. Indemnification.
<br />17.1 Neither City, nor its officers, agents nor employees, will be liable or
<br />responsible for any accident, injury, loss, or damage to either property or person
<br />attributable to or arising out of the construction or installation of the Improvements.
<br />Developer will indemnify, hold harmless and defend City, its officers, agents and
<br />employees, from and against any and all losses, claims, costs, expenses,
<br />liabilities, damages, actions, causes of action and judgments, including reasonable
<br />attorneys' fees (collectively, "Claims"), arising out of or attributable to Developer's
<br />performance under this Agreement. Notwithstanding the forgoing, Developer will
<br />not be obligated under this Agreement to hold harmless, defend and/or indemnify
<br />City to the extent that any such Claim is caused by the gross negligence or willful
<br />misconduct of City or its officers, agents or employees.
<br />17.2 Developer's obligations under this Section 17 are not conditioned or
<br />dependent upon City, or its officers, agents and employees, whether City prepared,
<br />supplied or reviewed any Improvement Plans or related specifications in
<br />connection with the Project or the Improvements, or whether City has insurance or
<br />other indemnification covering any of these matters.
<br />17.3 Developer's obligation to indemnify, hold harmless and defend City
<br />will extend to injuries to persons and damages to or alleged taking of property
<br />REV: 05-22-2020 PR
<br />ATTY/AG R.2020.082/B roadway Plaza - Bay Block (Page 8 of 25)
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