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arising out of the construction and/or installation of ihe Improvements as set out in Section 3
<br /> above. Developer shall indamnify,hold harmtess and de£end the City, its officers, agents and
<br /> employees, ft•om arzd against any and all losses, claims, costs, expenses, liabilities, damages,
<br /> actions, causes of aetion and judgments, including reasonable aitorneys' fees, arising out of or
<br /> athibutable to Developar's parformance under this Agreement. Notwithstanding the forgoing,
<br /> Developer shall not be obligated under this Agreement to defend and/or indetnnify the City to the
<br /> extent that any of the damage or injury is caused by the gross negligance or willful misconduct of
<br /> the City ox its agents or employees.
<br /> 17.2 Developer's obligations under this Section 17 are not conditioned or dapendent
<br /> upon the City, or its officers, agents and employaes, whether the City prepared, supplied or
<br /> reviewed any Tmprovement Plans or related specifications in connection with the Subdivision or
<br /> the Improvements, or whether the CiLy has insurance or other indemnifica�aon covering any of
<br /> these matters,
<br /> 17.3 Developer's obligation to indemnify, hold harmless and defend the City shall
<br /> e�end to injuries to persons and damages to or alleged taking of property resulting from the
<br /> design or construction of the Project, and the Itnprovements required herein, and shall likewise
<br /> exfend to adjacent property owners asserting claims based upon the diversion of waters caused by
<br /> the Developar's design or construction of public di�ainage systems, strests, and ather public
<br /> facili#ies or improvements. The City's acceptance of the Improvements shall nat constitute an
<br /> assumption by the City of any responsibility or liability for any damage or alleged taking of
<br /> property referenced herein. City shall not be responsible or liable for the design or conshvction
<br /> of the Subdivision or the Improvements constructed or instatled pursuant to the approved
<br /> improvements Plans or the Final Map,unless the particular Improvement design was required by
<br /> the City over the Written �bjec�ion of the Developer, which objection stated that the
<br /> Improvement design was potantially dangerous or defective and set forth an alternative design.
<br /> After City's acceptance of the Improvements,the Developer shall remain obligated to correct or
<br /> eliminate aIl dangerous conditions created by defects in design or construction; provided,
<br /> however, fiha.t the Davelopar shall not be responsible for routine maintenance. Developer's
<br /> obligations hereunder shall remain in effect for ten (10} years following acceptance of the
<br /> Lnprovements by the City Council. Developer acknowtedges and agrees that Developer shall be
<br /> responsible and liable faY•#he dasign and construction of the Tmprovements and o�her rvvork done
<br /> pursuant to this Agreemen�and City shall not be liable for any acts or omissions in approving,
<br /> reviewing,checking,correcting or modifying any Improvement Plans or related speci�cations,or
<br /> in inspecting, reviewing or approving any work or construction of Improvements. The
<br /> Developer's impravement security shall not be required to secure the Developers obligations
<br /> under this subparagraph C beyond the one-year guarantee and warranty period. If,in any judicial
<br /> proceedings involving statutory imznunity under�he Tort Claims Act{Government Cade 810, et
<br /> seq.} asserted by the City, or its officers, agents or employees, is determined by a caurt of
<br /> eompetent jarisdiction to be inapplicable ox• unavailable to immunize the City, or its o££icers,
<br /> agents or employees,from potential liability for any alleged acts or omissions under this Section
<br /> 17.3, then such riglits or obligations of indemnity hereunder shall be governed by principles of
<br /> comparative fault.
<br /> 18. Insuranca.
<br /> 18.1 Developer shalt, before the release of said final map by Ciiy for recordaiion,
<br /> � obtain and maintain in full forca and effect during the term of this Agreement, at Developer's t
<br /> awn expense and risk, Worker's Compensation, a general comprehensive liability insurance
<br /> policy,and owned,non-owned, and hired automobile liability insurance, The minimum amounts
<br /> ATfY/AGRl20'f2,065/2580 ECR(URBAN NOUSING)SUBDIVISION IMPROVEMENTAGREEMEN7
<br /> REV:06-05-12 VR
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