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3. Up to the limits of any applicable underlying or excess
<br />insurance coverage carried by Developer or to be obtained during the
<br />course of the construction of the improvements, Developer agrees to
<br />indemnify, hold harmless. and defend the County against any and all
<br />claims, damages, losses and expenses, including attorney's fees, for
<br />property -damage, personal or bodily injury of loss of life, arising from
<br />the negligent acts or omissions of the Developer, its officers,
<br />employees, agents or contractors, subcontractors, laborers, or
<br />suppliers, relating to the construction of the required improvements,
<br />including all those improvements to be constructed on existing publicly
<br />dedicated or County -owned property.
<br />4. Satisfactory completion in accordance with the contract
<br />shall be determined by the County and shall be indicated by specific
<br />written apporval of the Public Works Director or his designated
<br />representative.
<br />5. In the event the Developer shall fail or neglect to
<br />fulfill its obligations under this contract, the Developer, as
<br />principal, and the guarantor or surety shall be jointly and severally
<br />liable to pay for the cost of construction and installment of the
<br />required improvements to the final total cost, including but not limited_,
<br />to engineering, construction, legal and contingent costs, including
<br />reasonable attorney's fees incurred by the County, together with any
<br />damages, either direct or consequential, which the County may sustain as
<br />a result of the failure of Developer to carry out and execute all --
<br />provisions of this contract and applicable ordinances of the County. In
<br />no event, however, shall the liability of the guarantor or surety under
<br />this paragraph exceed the total amount of the original obligation stated
<br />in the guaranty or surety instrument, less any approved reductions
<br />thereto.
<br />6. The parties agree that the County, at its option, shall
<br />have the right, but not the obligation, to construct and install, or
<br />pursuant to receipt of competitive bids, cause to be constructed and
<br />installed, the required improvements in the event Developer shall fail
<br />or refuse to do so in accordance with the terms of this contract.
<br />Developer expressly agrees that the County may demand and draw upon the
<br />existing guaranty or surety for the final total cost of the
<br />improvements. Developer shall remain wholly liable for any resulting
<br />deficiency, should the guaranty or surety be exhausted prior to
<br />completion of the required improvements. In no event shall the County
<br />be obligated to expend public funds, or any funds other than those
<br />provided by the Developer, the guarantor, or surety, to construct the
<br />required improvements.
<br />7. Any guaranty or surety provided to the County by
<br />Developer with respect to this contract shall exist solely for the use
<br />and benefit of the County and shall not be construed or intended in any
<br />way, expressly or impliedly, to benefit or secure payment to any
<br />subcontractor, laborer, materialman or other party providing labor,
<br />material, supplies, or services for construction of the required
<br />improvements, or to benefit any lot purchaser(s), unless the County
<br />shall agree otherwise in writing.
<br />8. This agreement is the full and complete understanding of
<br />the parties and shall not be construed or amplified by reference to any
<br />other agreement, discussion, or understanding, whether written or oral,
<br />except as specifically mentioned herein. This agreement shall not be
<br />assigned without the express written approval of the County. Any
<br />amendment, deletion, modification, extension or revision hereof or herto
<br />shall be in writing, executed by authorized representatives of both
<br />parties.
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<br />NOV 28 1984 - BOOK 59 Fp.0 53
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