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[DRAFT] <br /> <br />payment for the completed work. The CiW's Engineer will inspect the work identified in <br />the Developer's request and report the results of his or her inspection to the City <br />Administrator. The City Administrator wilt aj~prove the reduction and the outstandin~o <br />amount of the Letter of Credit when the Cit~, Administrator is satisfied, based on the <br /> <br />Engineer's report, that the amount of the requested reduction accurateh, reflects the cost of <br />the work the Developer has completed and paid for. The CiD' will release the Letter of <br />Credit when the Developer has completed the work the Letter of Credit secures and the <br /> <br />Ci~~ has inspected and accepted the work. If the Developer fails to obtain a required <br /> <br />extension or renewal of a Letter of Credit at least thirty (30) days prior to the stated <br />ex~piration date of a Letter of Credit. the Developer is in default in the performance of its <br /> <br />~ation to obtain and provide the City with extensions or renewals of the Letter of <br />Credit and the Cit~, may draw on the Letter of Credit without providino~ the Developer <br /> <br />with notice or an opportunity to cure. <br /> <br /> ARTICLE 13 <br />DEFENSE AND INDEMNIFICATION OF CITY <br /> <br /> 13.1 DEFENSE OF THE CITY. The Developer must defend the City, its Council <br />members, employees, agents, independent contractors and attorn%,s (collectively, the "City <br />Parties"), with legal counsel reasonably acceptable to the City, from any and all third party <br />demands, claims, actions, suits or proceedings which arise out of, result from or relate to any of <br />the following: <br /> <br />(a) <br /> <br />The Developer's failure to perform any obligation this Master A~eement imposes <br />upon the Developer or to observe any restriction this Master A~eement imposes <br />upon .the Developer or the Subject Properry; <br /> <br />(b) <br /> <br />The Developer's failure to pay any contractors, subcontractors, laborers or <br />material suppliers who have provided labor or materials at the request of the <br />Developer; <br /> <br />(c) The Developer's construction of the Developer improvements. <br /> <br />If the Developer fails to defend, the City shall have the right, but not the obligation, to undertake <br />the defense oh and to compromise or settle the claim or other matter, for the account of and at <br />the risk of the Developer. In the event that the Developer fails to defend, all attorneys' fees <br />ineun'ed by the City related to such defense shall be paid for by the Developer. <br /> <br /> 13.2 INDEMNIFICATION OF THE CITY. The Developer must indermai~, the City <br />Proxies against and must hold the City Parties harmless from any cost, expense, loss, obligation, <br />liability, or damages resulting from a claim within the scope of the Developer's defense <br />obligation under Seciion 13.1 above; PrOvided, however, the Developer is not obligated to <br />indemni~, the City Proxies against or to hold the City Pm'ties .harmless from liability under any <br />judgment a court of competent jurisdiction enters against a City Party as a result of the City <br />Party's negligence, willfull misconduct, or violation of applicable law. <br /> <br /> 13.3 NOTICE. Within a reasonable period of time after the City's receipt of acvaal <br />notice of any demand, claim, action, suit or proceeding that is or may be within the scope of the <br /> <br />1555730.red <br />V8 tp V6; <br />8/29/03 <br /> <br />36 <br /> <br /> <br />