Indemnification by the Town. The Town hereby releases and agrees
to indemnify and hold harmless the developer and its members, officers,
directors, contractors, subcontractors, employees and agents, and
their respective employees, heirs, executors, administrators, successors
and assigns (hereinafter collectively "developer releasees") from
any and all actions, causes of action, suits, claims, expenses (including
reasonable attorney's fees) and demands against developer releasees
arising out of or relating to the issuance, administration and/or
enforcement of this permit except to the extent caused by the gross
negligence, illegal or willful misconduct, or omission or failure
to act of or by the developer, developer parties, or their officers,
agents, employees or subcontractors. More particularly, but without
in any way limiting the foregoing, the Town hereby releases the developer
releasees from any and all actions, causes of action, suits, claims,
expenses (including reasonable attorney's fees) and demands arising
directly or indirectly from any personal injury, death or property
damage arising out of the use, construction, modifications, repair
or improvement of any designated road or any Town road by the Town,
their respective employees, agents, representatives or contractors
or their respective employees, agents or representatives except to
the extent caused by the gross negligence, illegal or willful misconduct,
or omission or failure to act of or by the developer, developer parties,
or their officers, agents, employees or subcontractors. This shall
not be construed as to limit the developer's and the developer
parties' responsibility to comply with their obligations of the
warranties contained herein. In the event a claim, action, demand,
suit or proceeding is instituted against the developer by any third
party pursuant to which the developer is entitled to be indemnified
hereunder, the developer shall immediately notify the Town in writing
within 10 days of being made aware of such claim and contemporaneously
provide the Town with a copy of the written documents presented by
such third party. Failure of the developer to notify the Town of such
claim in a timely manner shall void any indemnification owed by the
Town to the developer.