Agenda - Council Work Session - 08/13/2013

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operation of the Improvements or Developer's Improvements and provided that such proceeding is based upon the acts of the Developer or of others acting on behalf or under the direction or control of the Developer. (c) The City, and the governing body members, officers, agents, servants and employees thereof shall not be liable for any damage or injury to the persons or property of the Developer, or its officers, agents, servants or employees or any other person who may be about the Property due to any act of negligence of any person, excluding the negligent acts or misconduct of the City, its agents or employees. (d) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any governing body member, officer, agent, servant or employee of the City in the individual capacity thereof. (e) Upon completion, and acceptance by the City, of Developer's construction of the riverbank stabilization improvements, the City and the governing body members, officers, agents, servants and employees thereof agree to indemnify and hold harmless Developer and its officers, members, governors, agents and contractors from and against any loss or damage to property occurring at or about or resulting from the construction of the riverbank stabilization improvements. Section 14.3. Anorovals. Any approval of a transfer of interest in this Agreement or the Property required to be given by the City under this Article XIV may be denied only in the event that the City reasonably determines that the ability of the Developer, or its successor or assign, to perform its obligations under this Agreement, or the overall financial security provided to the City under the terms of this Agreement, or the likelihood of the Improvements being successfully constructed and operated pursuant to the terms of this Agreement, will be materially impaired by the action for which approval is sought. ARTICLE XV Insurance and Condemnation Section 15.1. Insurance. Developer and/or all its subcontractors shall take out and maintain during and until one (1) year after the City has accepted the Developer's Improvements identified in part A of Article IV, and two (2) years after the City has accepted the improvements (streets, trails/sidewalks & utilities) that were installed by the Developer identified in Part B of Article IV lying within the public right-of-way or easements, the following insurance: (a) Builder's risk insurance, written on the so-called "Builder's Risk - Completed Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the Improvements at the date of completion, and with coverage available in nonreporting form on the so called "all risk" form of policy; and 18