Agenda - Council - 07/12/2016 - Laserfiche WebLink

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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. 13.2 INDEMNIFICATION OF THE CITY. The Developer must indemnify the City Parties against and must hold the City Parties harmless from any cost, expense, loss, obligation, liability, or damages resulting from a claim within the scope of the Developer's defense obligation under Section 13.1 above; provided, however, the Developer is not obligated to indemnify the City Parties against or to hold the City Parties harmless from liability under any judgment a court of competent jurisdiction enters against a City Party as a result of the City Party's negligence, willful misconduct, or violation of applicable law. 13.3 NOTICE. Within a reasonableperiodof time after the City's receipt of actual notice of any demand, claim, action, suit or proceeding that is or may be within the scope of the 1555730v13 33