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Section 25, or should the exigencies of the situation require repairs,replacements or reconstruction to be
<br /> made before Developer can be notified,City may,at its option,make the necessary repairs, replacements
<br /> or perForm the necessary reconstruction and Developer shall pay to City upon demand the actual cost of
<br /> such repairs,replacements or reconstxuction. ;
<br /> 16. Develouer Not Agent 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 attributa.ble to or
<br /> arising out of the construction or installation of the Improvements. Developer shall indemnify,
<br /> hold hamiless and defend the City, its officers,agents and employees, from and against any and
<br /> all losses, claims, costs, expenses, liabilities, damages, actions, causes of action and judgments,
<br /> including reasonable attorneys' fees, arising ont of or attributable to Developer's performance
<br /> under this Agreement. Notwithstanding the forgoing,Developer shall not be obligated under this
<br /> Agreement to defend and/or indemnify 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
<br /> these matters.
<br /> 17.3 Developer's obligation to indemnify, hold harmless and defend the City sha11
<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
<br /> extend to adjacent property owners asserting claims based upon the diversion of waters caused by
<br /> the Developer's design or construction of the Improvements. The City's acceptance of the
<br /> Improvements shall not constitute an assumption by the City of any responsibility or liability for ,
<br /> any damage or alleged taking of property referenced herein. City sha11 not be responsible or
<br /> liable for the design or construction of the Subdivision or the Improvements constructed or
<br /> installed pursuant to the approved Improvements Plans or the Fina1 Map. After City's acceptance �
<br /> of the Improvements, the Developer shall remain obligated to correct or eliminate all da.ngerous
<br /> conditions created by defects in design or construction; provided, however, that the Developer
<br /> shall not be responsible for routine maintenance which shall be the responsibility of the City(nor j
<br /> shall the Developer be liable for the City's failure to conduct such routine maintenance).
<br /> Developer's obligations hereunder shall remain in effect for ten(10)years following acceptance '
<br /> of the Improvements by the City Council. Developer aclrnowledges and agrees that Developer
<br /> shall be responsible and liable for the design and construction of the Improvements and other
<br /> work done pursuant to this Agreement, and City shall not be liable for any acts or omissions in �
<br /> approving, reviewing, checking, correcting or modifying any Improvement Plans or related
<br /> specifications, or in inspecting, reviewing or approving any work or construction of �
<br /> Improvement�s. The Developer's improvement security shall not be required to secure the �
<br /> Developers obligations under this subparagraph 17.3 beyond the one-year guarantee and warranty
<br /> period. If, in any judicial proceedings involving statutory imxnunity under the Government
<br /> Claims Act (Government Code 810, et seq.) asserted by the City, or its officers, agents or �
<br /> employees,is deternuned by a court of competent jurisdiction to be inapplicable or unavailable to
<br /> REV:03-31-14 VR
<br /> Page 7 of 21
<br /> ATTYlAGR.2014.045/Indigo 525 Middlefield- Improvement Agreement
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