Agenda - Council Work Session - 09/02/2003

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[DRAFTI 1st. The term "Letter of Credit" as used in this Master Agreement means the original Letter of Credit the Developer &livers to the City, each extension or renewal of the original or any subsequent Letter of Credit and any new Letter of Credit Developer delivers to the City to satisfy Developer's obligations under this Section 12.4. Each time a Letter of Credit is extended, renewed or replaced, the amount of the Letter of Credit may be reduced to an amount equal to 125% of the Developer's estimate of the total cost of completing the obligation which the Letter of Cred/t secures. In addition, Developer may, not more than once per calendar month, ask the City to consent to a reduction in the amount of a Letter of Credit to reflect the Developer's partial completion of the obligation the Letter of Credit secures. To request the City's consent to such a reduction in the mount of a Letter of Credit, the Developer must submit to the City a description of the work the Developer has completed and mechanic's and materialmen's lien waivers showing the Developer's full payment, for the completed work. The City's Engineer will inspect the work identified in the Developer's request and report the results of his or her inspection to the City Administrator. The City Administrator will approve the reduction and the outstanding amount of the Letter of Credit when the City Administrator is satisfied, based on the Engineer's report, that the amount of the requested reduction accurately reflects the cost of the work the Developer has completed and paid for. The City will release the Letter of Credit when the Developer has completed the work the Letter of Credit secures and the City has inspected and accepted the work. If the Developer fails to obtain a required extension ' or renewal of a Letter of Credit at least thirty (30) days prior to the stated expiration date of a Letter of Credit, the Developer is in default in the performance of its obligation to obtain and provide the City with extensions or renewals of the Letter of Credit and the City may draw on the Letter of Credit without providing the Developer with notice or an opportunity to cure. ARTICLE 13 DEFENSE AND INDEMNIFICATION OF CITY 13.1 DEFENSE OF THE CITY. The Developer must defend the City, its Council members, employees, agents, independent contractors and attorneys (collectively, the "City Parties"), with legal counsel reasonably acceptable to the City, from any and all third party demands, claims, actions, suits or proceedings which arise out of, result from or relate to any of the following: (a) The Developer's failure to perform any obligation this Master Agreement imposes upon the Developer or to observe any restriction this Master Agreement imposes upon the Developer or the Subject Property; (b) The Developer's failure to pay any contractors, subcontractors, laborers or material suppliers who have provided labor or materials at the request of the Developer; (c) The Developer's construction of the Developer Improvements. If the Developer fails to defend, the City shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter, for the account of and at the risk of the Developer. In the event that the Developer fails to defend, all attorneys' fees incurred by the City related to such defense shall be paid for by the Developer.