|
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 shall, 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 from this Agreement is strictly that
<br />of an 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 shall indemnify, hold harmless and defend City, its officers, agents and
<br />employees, from and against any and all losses, claims, costs, expenses, liabilities,
<br />damages, actions, causes of action and judgments, including reasonable attorneys' fees,
<br />arising out of or attributable to Developer's performance under this Agreement.
<br />Notwithstanding the forgoing, Developer will not be obligated under this Agreement to
<br />defend and/or indemnify City to the extent that any of the damage or injury is caused by
<br />the gross negligence or willful misconduct of City or its 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 connection with
<br />the Project or the Improvements, or whether City has insurance or other indemnification
<br />covering any of these matters.
<br />17.3 Developer's obligation to indemnify, hold harmless and defend City
<br />shall extend to injuries to persons and damages to or alleged taking of property resulting
<br />from the design or construction of the Project, and the Improvements required herein, and
<br />will likewise extend to adjacent property owners asserting claims based upon the
<br />diversion of waters caused by Developer's design or construction of public drainage
<br />systems, streets, and other public facilities or Improvements. The City's acceptance of
<br />the Improvements will not constitute an assumption by City of any responsibility or liability
<br />for any damage or alleged taking of property referenced herein. City will not be
<br />responsible or liable for the design or construction of the Project or the Improvements
<br />constructed or installed pursuant to the approved Improvements Plans or the Final Map.
<br />After City's acceptance of the Improvements or applicable portion thereof, Developer will
<br />REV: 01-21-2021 PR
<br />ATTY/AGR.2021.010/1548 Maple LLC (Page 14 of 29)
<br />
|