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Within ten (10) days of receipt of said notice, the Developers shall visit the Development in the <br />company of the City Engineer to determine the extent of all defects and shall work with <br />Developer's contractors to promptly repair or replace the defective work, including all adjacent <br />work damaged as a result of such defects or as a result of remedying the defects, whether or not <br />such adjacent work was originally provided by the Developers. <br />If the defective work is considered by the City Engineer to be an emergency, the City <br />Engineer may require the Developers to visit the Development within one (1) day of receipt of <br />said notice. The Developers (or their contractors, as applicable) shall be fully responsible for the <br />cost of temporary materials or equipment required during the repair or replacement of the defective <br />work. <br />If the Developers do not promptly repair or replace defective work after notice thereof from <br />the City, then the City may repair or replace such defective work and charge the reasonable cost <br />thereof to the Developers. Defective work that is repaired or replaced by the Developers shall be <br />inspected by the City Engineer. Any work repaired or replaced by the Developers shall be <br />guaranteed by the Developers pursuant to the terms of this Section for the balance of the warranty <br />period. <br />XXV. INDEMNIFICATION <br />Each Developer shall, at its cost and expense, defend, indemnify and hold the City and any <br />officials, employees, agents and representatives of the City, its successors and assigns (collectively <br />the "Indemnified Parties" and each an "Indemnified Party"), harmless from and against, and shall <br />reimburse the Indemnified Party for, any and all loss, cost, claim, liability, damage, judgment, <br />penalty, injunctive relief, expense or action (collectively the "Liabilities" and each a "Liability"), <br />other than Excluded Liabilities, as defined below, whether or not the Indemnified Party shall also <br />be indemnified as to any such claim by any other person, to the extent the basis of which claim (a) <br />was caused by or results from the actions or failures to act of Developers or their affiliates, agents, <br />employees, contractors, subcontractors and material suppliers while in possession or control of the <br />Project, whether or not such action or inaction was negligent or reckless, or is in any way related <br />to the construction of the Project or the selection of contractors, subcontractors or material <br />suppliers relating thereto; (b) is based, in whole or in part upon failure or alleged failure of <br />Developers or their affiliates to satisfy their obligations under this Agreement or another Project <br />Agreement; (c) relates to fraud, misapplication of funds, illegal acts, or willful misconduct on the <br />part of Developer or its affiliates, or (d) relates to the bankruptcy or insolvency of the Developers <br />or their affiliates. The indemnity provided for herein shall survive the expiration or termination of <br />and shall be separate and independent from any remedy under any Project Agreement. <br />"Excluded Liability" means each Liability to the extent it is attributable to the gross <br />negligence or willful misconduct of any Indemnified Party or the failure of any Indemnified Party <br />to perform any obligation required to be performed by the Indemnified Party as a condition to <br />being indemnified hereunder, including without limitation, the settlement of any Liability without <br />the consent of the Developer, or, to the extent the Developers' ability to defend a Liability is <br />20 <br />