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7.1 .D. - Page 11
<br /> reconstruction and Developer shall pay to City upon demand the actual cost of such repairs, replacements
<br /> or reconstruction.
<br /> 16. Develover Not A¢ent of Citv. Neither Developer nor Developer's contractors,
<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 the City, nor its officers, agents nor employees, shall be liable or
<br /> responsible for any accident, injury, loss, or damage to either property or person attributable to or
<br /> arising out of the construction or installation of the Improvements. Developer shall indemnify,
<br /> hold harmless and defend the City,its officers,agents and employees,from and against any and all
<br /> losses, claims, costs, expenses, liabilities, damages, actions, causes of action and judgxnents,
<br /> including reasonable attorneys' fees, arising out of or attributable to Developer's perforxnance
<br /> under this Agreement. Notwithstanding the forgoing, Developer shall not be obligated under this
<br /> Agreement to defend and/or indexnnify the City to the extent that any of the damage or injury is
<br /> caused by the gross negligence or willful misconduct of the City or its agents or employees.
<br /> 17.2 Developer's obligations under this Section 17 are not conditioned or dependent
<br /> upon the City, or its officers, agents and employees, whether the City prepared, supplied or
<br /> reviewed any Improvement Plans or related specifications in connection with the Subdivision or
<br /> the Improvements,or whether the City has insurance or other indemnification covering any of these
<br /> matters.
<br /> 17.3 Developer's obligation to indemnify, hold harxnless and defend the City shall
<br /> extend to injuries to persons and damages to or alleged taking of property resulting from the
<br /> Developer's design or construction of the Improvements required herein, and shall likewise extend
<br /> to adjacent property owners asserting claims based upon the diversion of waters caused by the
<br /> Developer's design or construction of the Improvements. The City's acceptance of the
<br /> Improvements shall not constibxte an assumption by the City of any responsibility or liability for
<br /> any damage or alleged taking of property referenced herein 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 shall
<br /> not be responsible for routine maintenance which shall be the responsibility of the City (nor shall
<br /> the Developer be liable far the City's failure to conduct such routine maintenance). Developer's
<br /> obligations hereunder shall remain in effect for one year following acceptance of the Improvements
<br /> by the City Council. Furthermore, Developer's obligations hereunder shall automatically and
<br /> immediately terxninate in the event the City makes design or construction modifications to the
<br /> Improvements following City's acceptance of the Improvements. The Developer's improvement
<br /> security shall not be required to secure the Developers obligations under this subparagraph 17.3
<br /> beyond the one-year guarantee and warranty period. If, in any judicial proceedings involving
<br /> statutory immunity under the Government Claims Act (Governxnent Code Section 810, et seg.)
<br /> asserted by the City, or its officers, agents or employees, is determined by a court of competent
<br /> jurisdiction to be inapplicable or unavailable to immunize the City, or its officers, agents or
<br /> employees, from potential liability for any alleged acts or omissions under this Section 17.3, then
<br /> such rights or obligations of indemnity hereunder shall be governed by principles of comparative
<br /> fault
<br /> 18. Insurance.
<br /> ATN/AGR/2013.217/IMPROVEMENT AGR 601 MAIN ST
<br /> REV: 11-12-13 VR
<br /> Page 7 0£24
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