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arising out of the construction and/or installation of the Improvements as set out in Section 3
<br /> above. Developer sha11 indemnify, hold harmless and de£end the City, its off'icers, agents and
<br /> employees, fi•om and agairist any and all losses, claims, costs, expenses, liabilities, damages,
<br /> actions, causes of action and judgments, including reasonable attorneys' fees, arising aut of or
<br /> attcibutable to Developar's p�rformance under this Agreement. Notwithstanding the forgoing,
<br /> Developer shall not be obligated under this Agreement to defend and/or indemnify tha City to the
<br /> extent that any of tha damaga or injury is caused by the gross negligence or willfui misconduct of
<br /> the City ox its agents or employees.
<br /> 17.2 Developer's obligations under this Section 17 are nofi conditioned or dapendent
<br /> upon the City, or ifis officers, agents and employees, whether the City prepared, supplied or
<br /> reviewed any Tmprovement Plans or related specifications in connection with the Subdivision or
<br /> the Tmproveanents, or whether the City has insurance or other indemnification covering any of
<br /> these matters.
<br /> 17.3 Developer's obligataon 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 Project, and the Trnprovernents required herein, and shall likewise
<br /> e�ctend to adjacent property owners asserting claims based upon the diversion of waters caused by
<br /> the Developar's design or construction of public drainage sysYems, streets, and other public
<br /> facili#ies or improvements. The City's acceptance of the Improvements shall not constihrte an
<br /> assumption by the City of any responsibility or liability for any damage or alleged talzing of
<br /> property referenced herein. Ciry shall not be responsibIa or 1ia61e for the design or consiruction
<br /> of the Sul�division or the improvements constructed or installed pursuant #o the approved
<br /> improvements Plans or the Final Map,unless the particular Improvement design was required by
<br /> the City over the Written Objeo�ion of the Devaloper, wluch objection stated that ttie
<br /> Improvement design was potentially dangerous or defective and set forth an alternative design.
<br /> After City's acceptance of the Improvernents,#he Developer shall remain obligated to conrect or
<br /> eliminate all dangerous conditions created by defects in design or construction; provided,
<br /> however, fiha.t the Developer shall not be responsible for routine maintenance. Developer's
<br /> obligations hereunder shall remain in effeot for ten {10} years foIIowing acceptance of the
<br /> Lnprovements by the Cify Council. Developer acknowledges and agrees that Developar sha1l be
<br /> responsible and liable faz•the design and construction of the Irnprovements and other work done
<br /> pursuant to this AgreBment,and City shall not be liahle for any acts ar omissions in approving,
<br /> reviewing,checking,correcting or modifying any Improvement Plans or related speaifications,or
<br /> in inspecting, reviewing or approving any work or construction of Improvements. The
<br /> Developer's improvement security shall not be required to secure the Developers obligations
<br /> under this subpaz�agraph C beyond the one-year guarantee and warranty period. If,in any judicial
<br /> proceedings involving statutory immunity under fhe Tort Claims Act{Gover.nment Code 810,et
<br /> seq.} asserted by the City, or its officers, agents or employees, is determined by a court of
<br /> competent jurisdiction to be inapplicable oz• unavailable to immunize the City, or its officers,
<br /> agents or employees,from potential liability for any alteged acts or omissions under this Section
<br /> 17.3, then such rights or obligations of indemnity hereunder shall be governed by principles of
<br /> comparative fault.
<br /> 18. Insurance.
<br /> 18.1 Developer sha11, before the release of said final map by Ciiy €or recordation,
<br /> � obtain and maintain in full foroe and effect during the term of this Agreement, at Developer's �
<br /> own expense and risk, Workar's Comp$nsation, a general comprehensive liahility insurance
<br /> palicy,and own.ed,non-owned, and hired automobile liability insurance. Tha minimum amounts
<br /> ATTY/AGRI2012,065/2580 ECR(URBAN HOUSING)SUBDIVISION IMPROVEMENT AGREEMEN7
<br /> REV:06-05-12 VR
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