CITY COUNCIL REGULAR MEETING AGENDA PACKET 9-1-26

17 facilitate Developer’s negotiations with lenders. City agrees upon request, from time to time, to meet with Developer and with representatives of such lenders to negotiate in good faith any such request for interpretation or modification. City shall not unreasonably withhold, delay or condition its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement, and all Applicable Laws and applicable New City Laws (if any). ARTICLE 6 Insurance, Indemnity, and Cooperation in the Event of Legal Challenge Section 6.1 Insurance Requirements. Prior to commencement of construction activities (excluding grading that is occurring prior to the Effective Date pursuant to County permits) and through completion of all construction activities for the Project, Developer shall procure and maintain, or cause its contractor(s) to procure and maintain, commercial general liability insurance at least as broad as Insurance Services Office (ISO) CG 00 01 for at least Two Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000) general aggregate, and Two Million Dollars ($2,000,000) products and completed operation aggregate for bodily injury and property damage. The policy shall include a per project or per location general aggregate endorsement. If a per project/location endorsement is not available, the limit for the general aggregate shall be doubled. The policy shall provide that City, its officials, officers, employees, and agents are named additional insureds as evidenced by an additional insured endorsement using ISO form CG 20 10 (or equivalent) for ongoing operations and satisfactory to the City Attorney. The policy shall allow and be endorsed primary insurance for work performed by Contractor and its subcontractors, and that no other insurance or self- insurance effected by City or other additional insured will be called on to contribute to or cover a loss covered thereunder. Coverage shall provide and be endorsed to include a waiver of subrogation in favor of the City and its officials, officers, employees, and agents. Developer's insurance shall be placed with insurers with a current A.M. Best's rating of no less than A-: VII or a rating otherwise approved by City in its sole discretion. The certificate of insurance shall contain a statement of obligation on the part of the carrier to notify City of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination (ten (10) days advance notice in the case of cancellation for non-payment of premiums) where the insurance carrier provides such notice to Developer. Section 6.2 Indemnity and Hold Harmless. Developer shall indemnify, defend (with counsel reasonably acceptable to City) and hold harmless City Parties from and against any and all present and future Claims, including Claims for any bodily injury, death, or property damage, resulting directly or indirectly from the development or construction of the Project, compliance with the terms of this Agreement, including the construction and/or provision of public or community benefits, and/or from any other acts or omissions of Developer under this Agreement, whether such acts or omissions are by Developer or any of Developer's contractors, subcontractors, agents or employees, except to the extent such Claims arise from the active negligence or willful misconduct of any City Party. The Parties acknowledge that the indemnification obligations set forth in this Section 6.2 are intended to cover the possibility that, among other things, a Claim may be brought after construction is completed and the Project is occupied under circumstances, such as, for example, where a third-party brings a Claim against City in connection with allegations of harm associated with City’s approval of Project improvements. The Parties further acknowledge that this Section 6.2 includes any and all present and future Claims arising out of Developer's or its contractors' obligations to comply with Page 174 of 344