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15 <br /> <br />11.1. INDEMNIFICATION OF CITY. Provided the CITY is not in DEFAULT <br />under the DEVELOPMENT AGREEMENT with respect to the particular matter causing the <br />claim, loss or damage, DEVELOPER shall indemnify, defend and hold the CITY, its <br />COUNCIL, agents, employees, attorneys and representatives harmless against and in respect <br />of any and all claims, demands, actions, suits, proceedings, losses, costs, expenses, <br />obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and <br />attorneys' fees, that the CITY incurs of suffers, which arise out of, result from or relate to: <br /> <br />a) breach by the DEVELOPER of the DEVELOPER WARRANTIES; <br /> <br />b) failure of the DEVELOPER to timely construct the DEVELOPER IMPROVEMENTS <br />according to the DEVELOPMENT PLANS and the CITY ordinances, standards and <br />specifications; <br /> <br />c) failure by the DEVELOPER to observe or perform any covenant, condition, obligation <br />or agreement on its part to be observed or performed under this DEVELOPMENT <br />AGREEMENT; <br /> <br /> <br />d) failure by the DEVELOPER to pay contractors, subcontractors, laborers, or <br />materia1men; <br /> <br />e) failure by the DEVELOPER to pay for materials; <br /> <br />f) approval by the CITY of the FINAL PLAT; <br /> <br />g) approval by the CITY of the DEVELOPMENT PLANS; <br /> <br />h) failure to obtain the necessary permits and authorizations to construct the <br />DEVELOPER IMPROVEMENTS; <br /> <br />i) construction of the DEVELOPER IMPROVEMENTS; <br /> <br />j) delays in construction of the DEVELOPER IMPROVEMENTS; <br /> <br />k) payment by DEVELOPER for any required costs or assessments; <br /> <br />l) all costs and liabilities arising because building pe1mits were issued prior to the <br />completion and acceptance of the DEVELOPER IMPROVEMENTS. <br /> <br />11.2. NOTICE. Within a reasonable period of time after the CITY's receipt of actual <br />notice of any matter giving rise to a claim of payment against the CITY pursuant to Section <br />11.1, the CITY shall give the FORMAL NOTICE in reasonable detail to the DEVELOPER. <br />The DEVELOPER shall not be obligated to make any payment to the CITY for any such claim <br />until the passage of thirty (30) days from the date of its receipt of FORMAL NOTICE from <br />the CITY, during which time the DEVELOPER shall have the right to cure or remedy the