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<br /> security thereof until the obligations are performed to the satisfaction of such other
<br /> governmental agency. Such agency shall have two (2) months after Developer's
<br /> performance of the obligation to register its satisfaction or dissatisfaction. If at the end of
<br /> that period it has not registered its satisfaction or dissatisfaction, it shall be conclusively
<br /> deemed that the Developer's performance of the obligation was done to its satisfaction.
<br /> 15. Warrantv Period; Repair and Reconstruction. Without limiting the foregoing, Developer
<br /> expressly warrants and guarantees all Work performed under this Agreement and all materials used in the
<br /> Work for a period of one(1)year after final acceptance in accordance with Section 12. If, within this one
<br /> (1) year period, any 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, fails to fulfill any
<br /> of the requirements of the Improvement Plans or this Agreement, Developer shall, without delay and
<br /> without cost to City, repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts
<br /> of the Work or Improvement to the satisfaction of the City Engineer. Should Developer fail to act within
<br /> sixty (60) days of notice from the City, or should the exigencies of the situation require repairs,
<br /> replacements ar 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 /> 16. 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 /> 17. Indemnification.
<br /> 17.1 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 Agreement
<br /> to defend and/or indemnify City to the extent that any of the damage or injury is caused by the
<br /> 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 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 /> 17.3 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 flesign or
<br /> construction of public drainage systems, streets, and other public facilities or improvements.
<br /> ATTY/AGR/2013.042/ELAN(145 MONROE)IMPROVEMENTAGR
<br /> REV:03-28-13 VR
<br /> Page 7 of 14
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