03-2024 - Authorize Development Agreement with LDC Warren LTD, LLC

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DocuSign Envelope ID: 92860B03-367C-49AA-BA95-OFDE6BFCF177 XXIV. WARRANTY The Developer warrants that all Infrastructure Improvements, if any, constructed by Developer in connection with the Project will be in material conformity with the Development Plans and free from material defects in workmanship, materials and equipment, commencing on the date of the City Council's formal acceptance of the dedication of the Infrastructure Improvements for a period of eight years. The warranty provided in this Section shall be in addition to, and not in limitation of, any other warranty or remedy provided by law. Should defects in the Infrastructure Improvements become apparent, the City Engineer shall promptly notify the Developer and provide a copy of said notice to the Finance Director. Within ten (10) business days of receipt of said notice, the Developer shall visit the Development in the company of the City Engineer to determine the extent of all defects and shall promptly repair or replace the defective work, including all adjacent work damaged as a result of such defects or as a result of remedying the defects, whether or not such adjacent work was originally provided by the Developer. If the defective work is reasonably considered by the City Engineer to be an emergency, the City Engineer may require the Developer to visit the Development within three (3) days of receipt of said notice. The Developer shall be responsible for the cost of temporary materials or equipment required during the repair or replacement of the defective work. If the Developer does not promptly repair or replace defective work, the City may repair or replace such defective work and charge the cost thereof to the Developer or the Developer's surety. Defective work that is repaired or replaced by the Developer shall be inspected by the City Engineer. The repaired or replaced work and shall be warrantied by the Developer pursuant to the terms of this Section. XXV. INDEMNIFICATION A. General Indemnity. Developer shall, at its cost and expense, indemnify and hold the City and any officials, employees, agents and representatives of the City, its successors and assigns (collectively the "Indemnified Parties" and each an "Indemnified Party"), harmless from and against, and shall reimburse the Indemnified Party for, any and all third -party claims for loss, cost, claim, liability, damage, judgment, penalty, injunctive relief, expense or action (collectively the "Liabilities" and each a "Liability"), other than Excluded Liabilities, as defined below, whether or not the Indemnified Party shall also be indemnified as to any such claim by any other person, the basis of which claim (a) was caused by or results from the willful or grossly negligent misconduct of Developer or its authorized affiliates, agents, employees, contractors, subcontractors and material suppliers while in possession or control of the Project; (b) relates to fraud, misapplication of funds, illegal acts, or willful misconduct on the part of Developer or its affiliates, or (c) relates to the bankruptcy or insolvency of the Developer or its affiliates. The indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under any Project Agreement. 18