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necessary reconstruction and Developer will pay to City upon demand the actual cost of <br />such repairs, 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, arising out of or attributable to Developer's performance under this <br />Agreement. Notwithstanding the forgoing, Developer will not be obligated under <br />this Agreement to defend and/or indemnify City to the extent that any of the <br />damage or injury is caused by the active negligence or willful misconduct of City <br />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 <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 any and all claims for injuries to persons and damages to or alleged <br />taking of property attributable to or resulting from the design or construction of the <br />Project, and the Improvements required herein. The City's acceptance of the <br />Improvements will not constitute an assumption by City of any responsibility or <br />liability for any damage or alleged taking of property referenced herein. City will <br />not be responsible or liable for the design or construction of the Project or the <br />Improvements constructed or installed pursuant to the approved Improvements <br />Plans or the Parcel Map. After City's acceptance of the Improvements, Developer <br />will remain obligated to correct or eliminate all dangerous conditions created by <br />defects in design or construction; provided, however, that Developer will not be <br />responsible for routine maintenance. Developer's obligations under this Section <br />17 will remain in effect for ten (10) years following acceptance of the Improvements <br />by the City Council. Developer acknowledges and agrees that Developer will be <br />responsible and liable for the design and construction of the Improvements and <br />other work done pursuant to this Agreement, and City will not be liable for any acts <br />or omissions in approving, reviewing, checking, correcting or modifying any <br />Improvement Plans or related specifications, or in inspecting, reviewing or <br />approving any work or construction of Improvements. The Developer's <br />X:\D_E\DATA\Deve1opment\1390 Woodside Road\SUBDIVISION IMPROVEMENT AGREEMENT 5.27.2021 (final).docx <br />Initial: <br />Page 8 of 22 <br />