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of the Work or Improvement to the satisfaction of the City Engineer. Should Developer fail to act within
<br /> thirty (30) days of notice from the City, or should the exigencies of the situation require repairs,
<br /> replacements or reconstruction to be made before Developer can be notified,City may, at its option,make
<br /> the necessary repairs, replacements or perform the necessary reconstruction and Developer shall pay to
<br /> City upon demand the actual cost of such repairs, replacements or reconstruction.
<br /> 15. Developer Not A�ent of Citv. Neither Developer nor Developer's contractars,
<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 /> 16. Indemnification.
<br /> 16.1 Neither City,nor its officers, agents nor employees, shall be liable or responsible
<br /> for any accident, injury, loss, or damage to either property or person attributable to or arising out
<br /> of the construction or installation of the Improvements. Developer shall indemnify, hold
<br /> harmless and defend City, its officers, agents and employees, from and against any and all losses,
<br /> claims, costs, expenses, liabilities, damages, actions, causes of action and judgments, including
<br /> reasonable attorneys' fees, arising out of or attributable to Developer's performance under this
<br /> Agreement. Notwithstanding the forgoing, Developer shall not be obligated under this
<br /> Agreement to defend and/or indemnify City to the extent that any of the damage or injury is
<br /> caused by the gross negligence or willful misconduct of City or its agents or employees.
<br /> 16.2 Developer's obligations under this Section 16 are not conditioned or dependent
<br /> upon City, or its officers, agents and employees,whether City prepared, supplied or reviewed any
<br /> Improvement Plans or related specifications in connection with the Improvements, or whether
<br /> City has insurance or other indemnification covering any of these matters.
<br /> 16.3 Developer's obligation to indemnify, hold harmless and defend City shall extend
<br /> to injuries to persons and damages to or alleged taking of property resulting from the design or
<br /> construction of the Improvements required herein, and shall likewise extend to adjacent property
<br /> owners asserting claims based upon the diversion of waters caused by Developer's design or
<br /> construction of public drainage systems, streets, and other public facilities or improvements.
<br /> City's acceptance of the Improvements shall not constitute an assumption by City of any
<br /> responsibility or liability for any damage or alleged taking of property referenced herein. City
<br /> shall not be responsible or liable for the design or construction of the Improvements constructed
<br /> or installed pursuant to the approved Improvements Plans. After City's acceptance of the
<br /> Improvements, the Developer shall remain obligated to correct or eliminate all dangerous
<br /> conditions created by defects in design or construction; provided, however, that the Developer
<br /> shall not be responsible for routine maintenance. Developer's obligations hereunder shall remain
<br /> in effect for ten (10) years following acceptance of the Improvements by the City Council.
<br /> Developer acknowledges and agrees that Developer shall be responsible and liable far the design
<br /> and construction of the Improvements and other work done pursuant to this Agreement,and City
<br /> shall not be liable for any acts or omissions in approving, reviewing, checking, correcting or
<br /> modifying any Improvement Plans or related specifications, or in inspecting, reviewing or
<br /> approving any work or construction of Improvements. The Developer's improvement security
<br /> shall not be required to secure the Developer's obligations under this Section 16.3 beyond the
<br /> two-year guarantee and warranty period. If, in any judicial proceedings involving statutory
<br /> immunity under the Tort Claims Act (Government Code 810, et seq.) asserted by City, ar its
<br /> officers, agents or employees, is determined by a court of competent jurisdiction to be
<br /> inapplicable or unavailable to immunize City, or its officers, agents or employees, from potential
<br /> ATTY/AGR/2012.055/SUBDIVISION IMPROVEMENT AGREEMENT 201 MARSHALL
<br /> REV:06-05-12 VR
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