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<br />Prohibitions Against Assignment And Transfer;
<br />Indemnification
<br />
<br /> Section 12.1. Release and Indemnification Covenants.
<br />
<br /> (a) The Developer releases from and covenants and agrees that the City, and
<br />the governing body members, officers, agents, servants and employees thereof shall not be
<br />liable for, and agrees to indemnify and hold harmless the City and the governing body
<br />members, officers, agents, servants and employees thereof, against any loss or damage to
<br />property or any injury to or death of any person occurring at or about or resulting from any
<br />defect in the Improvements or Developer's Improvements.
<br />
<br /> (b) Except for any willful misrepresentation or any negligent, willful or wanton
<br />misconduct of the following named parties, the Developer agrees to protect and defend the
<br />City, and the governing body members, officers, agents, servants and employees thereof,
<br />now and forever, and further agrees to hold the aforesaid harmless from any claim, demand,
<br />suit, action or other proceeding whatsoever by any person or entity whatsoever arising or
<br />purportedly arising from this Agreement, or the transactions contemplated hereby or the
<br />acquisition, construction, installation, ownership, and operation of the Improvements or
<br />Developer's Improvements and provided that such proceeding is based upon the acts of the
<br />Developer or of others acting on behalf or under the direction or control of the Developer.
<br />
<br /> (c) The City, and the governing body members, officers, agents, servants and
<br />employees thereof shall not be liable for any damage or injury to the persons or property
<br />of the Developer, or its officers, agents, servants or employees or any other person who
<br />may be about the Property due to any act of negligence of any person, excluding the
<br />negligent acts or misconduct of the City, its agents or employees.
<br />
<br /> (d) All covenants, stipulations, promises, agreements and obligations of the
<br />City contained herein shall be deemed to be the covenants, stipulations, promises,
<br />agreements and obligations of the City and not of any governing body member, officer,
<br />agent, servant or employee of the City in the individual capacity thereof.
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<br />ARTICLE XIII
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<br />Insurance
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<br /> Section 13.1. Insurance. Developer and/or all its subcontractors shall take out and
<br />maintain during and until two (2) years after the City has accepted the improvements (streets,
<br />trails/sidewalks & utilities) that were installed by the Developer identified in Part B of Article IV
<br />lying within the public right-of-way or easements, the following insurance:
<br />
<br /> (a) Builder's risk insurance, written on the so-called "Builder's Risk -
<br /> Completed Value Basis," in an amount equal to one hundred percent (100%) of the
<br /> insurable value of the Improvements at the date of completion, and with coverage
<br /> available in nonreporting form on the so called "all risk" form of policy; and
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