Improvement District Development Agreement (Nine South Addition) IMPROVEMENT DISTRICT DEVELOPMENT AGREEMENT
by and between the
CITY OF SALINA, KANSAS
and
NINE SOUTH DEVELOPMENT LLC
DATED AS OF OCTOBER 21,2019
IMPROVEMENT DISTRICT DEVELOPMENT AGREEMENT
This Improvement District Development Agreement (the "Agreement") dated as of October
21, 2019, by and between the City of Salina, Kansas (the "City"), and Nine South Development LLC, a
Kansas limited liability company(the "Developer").
WHEREAS, on October 16 , 2019, the Developer filed with the City Clerk Petition No. '14 39
(the"Petition"),pursuant to K.S.A. 12-6a01 et seq. (the"Act");and
WHEREAS, the Petition requests that the City create the Improvement District, construct the
Improvements, assess the costs thereof against the Improvement District (all as defined in the Petition), and
issue the City's general obligation bonds to finance the costs of the Improvements;and
WHEREAS, the City has prepared the Preliminary Engineering and Feasibility Report (the
"Feasibility Report")related to the Improvements;and
WHEREAS, the Developer desires to construct the Improvements and provide financing for the
costs of the Improvements until such time as the City issues general obligation bonds to permanently finance
the costs of the Improvements,all subject to the terms and conditions of this Agreement;and
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and
agreements herein contained,and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged,the City and the Developer hereby agree as follows:
1. Constructing the Improvements.
A. Construction. The Developer shall design, construct and install, at its own expense, the
Improvements described in the Petition, subject to reimbursement by the City as provided
in Paragraph 3 below. The design, construction and installation of the Improvements
shall be in accordance with all applicable laws including the City Code, and the
Developer shall obtain or shall cause to be obtained all licenses, permits or other
approvals required by any governmental authorities to complete the Improvements.
B. Timing. The Developer shall begin work on the Improvements promptly after execution
of this Agreement and satisfaction of the Developer's obligations under Paragraphs 4
(surety bonds) and 5.D (contractor warranties) of this Agreement, but no contract shall
be let and construction shall not commence until after Resolution No. creating
the Improvement District and authorizing the Improvements (the "Advisability
Resolution") is published in the Salina Journal. All work on the Improvements must
be performed with reasonable diligence and work may not cease for more than fifteen
(15)consecutive days.
If construction of the Improvements has not commenced within 180 days of
execution of this Agreement, the City may terminate this Agreement and repeal the
Advisability Resolution, and the City shall have no obligation to construct the
Improvements or reimburse the Developer for any costs or expenses whatsoever,
including but not limited to any costs related to the Improvements and/or costs of
negotiating this Agreement.
2. Certifying Completion of the Improvements
A. Upon the completion of the Improvements, the Developer shall submit to the City a
request for reimbursement, accompanied by copies of all paid invoices for the
Improvements, in accordance with Exhibit A. The Developer also shall furnish all
records, contracts, bills and other documents relating to the Improvements and the
Developer's financing of the costs thereof, that the City reasonably requests in order to
verify the amount to be reimbursed pursuant to this Agreement. Further, Developer shall
provide to the City adequate documentation that all contractors, engineers or other parties
that have provided goods or services for the Improvements have been paid in full by the
Developer.
B. After receiving the foregoing information, the City will arrange for final inspection of the
Improvements. If the Improvements have been completed in substantial compliance with
the Advisability Resolution, the City shall certify completion of the Improvements and
issue a Certificate of Completion in accordance with Exhibit B. The City shall review all
invoices and other requested documentation, inspect the Improvements and either (i)
issue to the Developer a Certificate of Completion or (ii) provide to Developer a list of
additional required documentation, within 30 days after the Developer submits a request
for reimbursement.
3. Reimbursement.
A. The City shall reimburse the Developer for the Developer's actual cost of the
Improvements, as submitted pursuant to Paragraph 2 of this Agreement. The Developer
shall also be reimbursed for interest expense related to financing the costs of the
Improvements only to the extent that the Developer has obtained financing from an
unrelated third party, and then the Developer shall only be reimbursed for such financing
costs as are paid by the Developer to the unrelated third party.
B. The maximum total amount of reimbursement to the Developer under this
agreement shall be$1,092,768.08. The Parties agree that the costs shown in the Petition
and Feasibility Report are an estimate only, and reimbursement shall be based on the
actual expenses incurred by the Developer and verified by the City pursuant to Paragraph
2 of this Agreement; except that, in no event shall the Developer be entitled to
reimbursement in excess of the amount shown in this paragraph.
C. The City shall not issue any reimbursement payment until all of the following actions
have occurred:
(i) the Certificate of Completion has been issued in accordance with Paragraph 2 of
this Agreement;
(ii) an ordinance levying assessments pursuant to the Petition, the Advisability
Resolution and the Act has been approved by the City Commission;
(iii) the City has issued its general obligation bonds to permanently finance the costs
of the Improvements; and
(iv) the Developer has furnished to the City a Financial Guarantee equal to 20% of
the total cost of the Improvements to be assessed against the Improvement
District.
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a. For purposes of this paragraph, the term "Financial Guarantee" means: (1)
cash; (2) escrow account with a financial institution, funded with securities
held in trust for the City's benefit, all as approved at the discretion of the
City; (3) irrevocable letter of credit from a financial institution approved at
the discretion of the City; or(4) surety bond, approved at the discretion of the
City as to form, execution and surety.
b. The Financial Guarantee shall remain in full force and effect until certificates
of occupancy for principal buildings are issued for at least 35% of the
properties(by lot) within the Improvement District.
c. If any special assessment imposed pursuant to the terms of the ordinance
levying assessments is not paid when due on property within the
Improvement District, the Financial Guarantee will be applied on July 1 of
each year to satisfy the principal, interest and any additional costs or
penalties prompted by delinquent payment of such special assessments.
Notwithstanding the foregoing, however, the Financial Guarantee shall not
be applied in connection with a delinquent payment of a special assessment
on property that has been sold by the Developer in a commercially
reasonable, arms-length transaction and conveyed to, and is owned by, a
person or entity unaffiliated with the Developer.
D. The Developer hereby acknowledges that the following actions are required after the
Certificate of Completion is issued and before proceeds of the City's general obligation
bonds are available to reimburse the Developer:
a. City prepares final feasibility study showing final costs of the Improvements
and allocation of assessments to each property within the Improvement
District;
b. City Commission adopts resolution calling a public hearing on the levy of
assessments;
c. Notice of public hearing on the levy of assessments is published in the local
paper and mailed to all property owners within the Improvement District;
d. City Commission holds public hearing on the levy of assessments and
considers on first reading the ordinance levying assessments;
e. City Commission has second reading and approves ordinance levying
assessments;
f. Ordinance levying assessments is published in local paper;
g. Property owners within the Improvement District are given 30 days to prepay
assessments;
h. Amount of general obligation bond financing is determined by City (equal to
total costs of Improvements less any prepayments);
i. City works with Financial Advisor and Bond Counsel to begin marketing
general obligation bonds to investors;
j. City holds bond sale; Commission approves sale of bonds to best bidder;
k. City works with financing team on various closing matters;
I. City certifies assessment, together with interest, to County for property tax
bills;
m. City closes bond issue; receives funds to reimburse the Developer.
The Developer further acknowledges that the City typically issues general obligation
bonds in July of each year. In order for the City to complete all of the above-referenced
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steps to include financing for the Improvements in a particular year's bond issuance, the
Developer must submit the documentation required by Paragraph 2 of this Agreement in
sufficient time to permit the City to issue a Certificate of Completion by March 1. If a
Certificate of Completion is not issued by March 1, then reimbursement will not occur
until the following year's regularly-scheduled general obligation bond issue. The
Developer is solely responsible for paying any additional financing costs incurred by the
Developer as a result of any delay in the issuance of general obligation bonds for the
Improvements, if such financing costs, together with the actual project costs, exceed the
maximum reimbursement set forth in Paragraph 3(A) of this Agreement.
E. The City will use its best efforts to issue general obligation bonds in July of each year. If
the City's issuance of general obligation bonds to permanently finance the Improvements
is prevented, hindered or delayed for any reason, the Developer is solely responsible for
carrying the costs of the Improvements. The City shall have no obligation to reimburse
the Developer unless and until the City issues general obligation bonds for the purpose of
financing the Improvements.
4. Performance and Payment Bonds.
A. Prior to the commencement of work on the Improvements, the Developer shall obtain
from its contractor(s) performance bond(s) ("Performance Bond") and statutory public
works bond(s) required by K.S.A. 60-1111 ("Payment Bond"), as follows:
(i) A performance bond, running independently to the City, conditioned upon the
prompt, full, and complete performance by the contractor as principal of its
covenants, obligations, and agreements as contained in the contract documents;
and further conditioned that for a period of two years after the City's final
acceptance of the Improvements as a whole (as indicated on the Certificate of
Completion provided pursuant to Paragraph 2.B of this Agreement), the
contractor, at its expense and free of charge to the City, shall make good all
defects in materials or workmanship or any improper, imperfect, or defective
preparation of the ground upon which such Improvements are constructed.
(ii) A statutory payment bond running to the state of Kansas, conditioned that the
contractor as principal shall pay all indebtedness incurred for labor, supplies,
equipment, and materials furnished in making the Improvements called for by the
contract documents.
B. Each bond shall be in an amount at least equal to the contract price for the Improvements.
The form of each bond shall be subject to approval by the City. Each bond shall be
executed by such sureties as are authorized to conduct business in the state of Kansas.
All bonds signed by an agent must be accompanied by a certified copy of the agent's
authority to act. A Performance Bond shall be delivered to the City Clerk. The
Developer or its contractor shall file a Payment Bond with the Clerk of the Saline County
District Court in accordance with K.S.A. 60-1111(b) and deliver a file-stamped copy to
the City Clerk. The premiums for such bonds shall constitute costs chargeable to the
Improvement District. The Developer shall indemnify the City and its officers and
employees for any damage resulting from failure of the Developer to provide the bonds
required by this subsection.
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5. Contractor's Warranty to City.
A. If within two years after final acceptance of the Improvements as a whole (as indicated
on the Certificate of Completion provided pursuant to Paragraph 2.B of this Agreement),
any Improvements are found to be defective, the Developer's contractor for such
Improvements shall promptly, without cost to the City and in accordance with the City's
written instructions:
(i) Correct such defective Improvements; or
(ii) If the defective Improvements have been rejected by the City, remove and
replace them with Improvements that are not defective; and satisfactorily correct
or repair, or remove and replace, any damage to other Improvements or other
land or areas resulting therefrom.
B. If the Developer's contractor does not promptly comply with the terms of the City's
written instructions, or in an emergency where delay would cause serious risk of loss or
damage, the City may have the defective Improvements corrected or repaired or may
have the rejected Improvements removed and replaced. All claims, costs, losses, and
damages (including but not limited to all fees and charges of engineers, architects,
attorneys, and other professionals and all court costs) arising out of or relating to such
correction or repair or such removal and replacement (including but not limited to all
costs of repair or replacement of work of others) will be paid by the Developer's
contractor.
C. Where defective Improvements (and damage to other Improvements resulting therefrom)
has been corrected or removed and replaced under this paragraph, the warranty period
hereunder with respect to such Improvements will be extended for an additional period of
two years after such correction or removal and replacement has been satisfactorily
completed.
D. Prior to the commencement of work on the Improvements. the Developer's contractor(s)
constructing the Improvements shall expressly acknowledge and agree in writing to
undertake and perform the warranty obligations set forth in this Paragraph 5 as they apply
to such contractor's portion(s) of the Improvements. Each contractor shall expressly
acknowledge and agree, in its contract with the Developer, that the City (i) is an express
third-party beneficiary of the contractor's warranty, (ii) shall be entitled to the rights and
benefits thereunder, and (iii) may enforce the provisions thereof as if it were a party
thereto. The form of the Developer's contract(s)shall be subject to approval by the City.
E. The obligations under this paragraph are in addition to any other obligation or warranty,
and shall not be construed as a substitute for, or a waiver of. the provisions of any
applicable statute of limitations or repose.
6. Waiver. THE DEVELOPER HEREBY AGREES TO WAIVE ANY RIGHTS THAT IT
MAY HAVE PURSUANT TO KANSAS STATUTES, THE KANSAS CONSTITUTION,
THE UNITED STATES CONSTITUTION, OR AS OTHERWISE PROVIDED BY LAW
TO OBJECT TO ANY SPECIAL ASSESSMENTS REQUESTED IN THE PETITION
ANDIMPOSED PURSUANT TO THE ACT. The Developer acknowledges and agrees that
this waiver is freely given and with full knowledge of the extent of all statutory, constitutional or
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other legal rights being waived thereby, and is given in consideration of the City forming the
Improvement District and assisting in providing for the financing and construction of the
Improvements.
7. City Expenses; Deposit. The Developer shall be responsible for the payment of all non-City
employee legal, financial and planning consultants for direct out-of-pocket expenses and other
reasonable costs resulting from services rendered to the City to review, evaluate, process and
consider the Petition and this Agreement (the "City Expenses"). Before this Agreement
becomes effective, the Developer shall deposit with the City the sum of $2,500 to pay the
City Expenses. If such deposit is insufficient to pay all City Expenses, the Developer shall pay
all additional City Expenses within 10 days after presentation of an invoice from the City. The
City shall return any unused funds to the Developer on the date when the City reimburses the
Developer pursuant to Paragraph 3 of this Agreement.
8. Indemnity.
A. General Indemnity. The Developer shall indemnify, release, defend, be responsible for
and forever hold harmless the City, its officers, agents, employees, elected officials, and
attorneys, each in their official and individual capacities, from and against all lawsuits,
suits, actions, costs, claims, demands, damages, disability, losses, expenses, including
reasonable attorney's fees and other defense costs or liabilities of any character and from
any cause whatsoever, brought because of bodily injury or death received or sustained, or
loss or damage received or sustained, by any person, persons, or property arising out of or
resulting from any act, error, omission, or intentional act of the Developer or its agents,
employees, or subcontractors in connection with the design, construction, installation and
maintenance of the Improvements.
B. No Limitations or Waiver. The indemnity required hereunder shall not be limited by
reason of any insurance coverage provided by the Developer as required by this
Agreement. The City does not, and shall not, waive any rights against the Developer
which it may have by reason of this indemnification. This indemnification by the
Developer shall not be limited by reason of whether or not the Developer's insurance
policies shall have been determined to be applicable to any such damages or claims for
damages.
C. Use of Independent Contractors. The fact that the Developer carries out any activities
connected with the Improvements under this Agreement through independent contractors
shall not constitute an avoidance of, or defense to, the Developer's duty of defense and
indemnification under this section.
9. Insurance.
A. Types and Amount of Coverage. During construction of the Improvements, the
Developer agrees to obtain insurance coverage as specified in Exhibit C attached hereto,
and shall not make any material modification or change from these specifications without
the prior approval of the City. If the Developer subcontracts any of its obligations under
this Agreement, the Developer shall require each such subcontractor to obtain insurance
coverage as specified in Exhibit C. Failure of the Developer or its subcontractors to
comply with these requirements shall not be construed as a waiver of these requirements
or provisions and shall not relieve the Developer of liability.
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B. Rating. All insurance policies shall be issued by insurance companies rated no less than
A- VII in the most recent "Bests" insurance guide, and admitted in the State of Kansas.
Except as otherwise specified in Exhibit C, all such policies shall be in such form and
contain such provisions as are generally considered standard for the type of insurance
involved.
C. Certificate of Insurance. The parties acknowledge that the Developer has provided the
City with a certificate of insurance listing the City as the Certificate Holder and
evidencing compliance with the insurance requirements in this Agreement. The City
reserves the right to require complete certified copies of all insurance policies procured
by the Developer pursuant to this Agreement, including any and all endorsements
affecting the coverage required hereunder.
10. Default and Termination. The Developer shall be in default of this Agreement if the Developer
fails to comply with any obligations set forth in this Agreement. This Agreement may be
terminated at the option of the City if written notice of event of default has been delivered to the
Developer by the City and the Developer has not cured such default or is not actively pursuing
such cure within thirty(30)days after such notice is delivered.
11. Retention and Inspection of Records.
A. Retention. The Developer shall maintain complete, accurate, and clearly identifiable
records with respect to the Improvement Costs and any other documents created pursuant •
to, or arising under, this Agreement, including, but not limited to, all general contractor's
sworn statements, general contracts, subcontracts, material purchase orders, waivers of
lien, and paid receipts and invoices (collectively, the "Records"). The Records shall be
maintained during the term of this Agreement, and for a period of five (5) years after
final acceptance of the Improvements as a whole (as indicated on the Certificate of
Completion provided pursuant to Paragraph 2.B of this Agreement) (the "Retention
Period"); provided, however, that if any litigation, claim or audit is commenced prior to
the expiration of the Retention Period, then the Retention Period shall be extended until
all litigation, claims or audit findings have been completely terminated or resolved,
without right of further appeal.
B. Inspection. During the Retention Period, the Developer shall allow a representative of
the City, with reasonable advance notice and during normal business hours, to examine,
audit, and make transcripts or copies of the Records. Notwithstanding the foregoing,
during the last three (3) calendar years of the Retention Period (plus any extension
pursuant to Paragraph 11.A above), the City shall only be entitled to inspect the Records
if the City reasonably determines, based on a post-project review or audit of the
Improvements or the City's then-available records relating to the Improvements, that the
City may have paid the Developer for work not properly rendered, or reimbursed the
Developer for costs or expenses not allowed under the terms of this Agreement (a
"Determination). The City's right to inspect Records following a Determination shall be
limited to the extent necessary to confirm the accuracy of the Determination, or the facts
giving rise thereto.
12. General Provisions.
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A. No waiver of any provision of this Agreement will be deemed or constitute a waiver of
any other provision, nor will it be deemed or constitute a continuing waiver unless
expressly provided for by a written amendment to this Agreement signed by both the City
and the Developer; nor will the waiver of any defect under this Agreement be deemed a
waiver of any subsequent default or defaults of the same type. The City's failure to
exercise any right under this Agreement, will not constitute the approval of any wrongful
act by the Developer or the acceptance of any Improvements.
B. The parties to this Agreement may amend or modify this Agreement only by written
instrument duly executed by the parties hereto.
C. No person or entity who or which is not a party to this Agreement will have any right of
action under this Agreement.
D. This Agreement constitutes the entire Agreement between the parties, and no statements,
promises, or inducements that are not contained in this Agreement will be binding on the
parties. This Agreement may not be assigned to any other parties without the prior
written consent of the City.
E. If any part, term, or provision of this Agreement is held by a court to be illegal or
otherwise unenforceable, such illegality or unenforceability will not affect the validity of
any other part, term, or provision, and the rights of the parties will be construed as of the
part, term, or provision was never part of this Agreement.
F. The City may file a copy of this Agreement in the office of the Register of Deeds for
Saline County, Kansas.
G. Nothing contained in this Agreement constitutes a waiver of the City's sovereign
immunity under any applicable state law.
H. This Agreement shall be construed in accordance with and governed by the laws of the
State of Kansas.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereunto have executed this Agreement this I%day of
HOYeAYUY•YY , 20.19
CITY
YOOF� �SALINA, KANSAS
(Seal) Mayor
ATTEST:
1t&�LOU
City Clerk
•
STATE OF KANSAS
)SS.
COUNTY OF SALINE
On NOVtmbtt 18 , 20e, before me, the undersigned, a Notary Public in and for said state,
personally appeared Items* W•iSo,viS and Sh4fA1i VWlCKs , proved to me on the basis of
satisfactory evidence to be the persons whose names are subscribed to the within instrument as Mayor and
City Clerk, respectively, of the CITY OF SALINA, KANSAS, and acknowledged to me that they executed
the same in their authorized capacities,and that by their signatures on the instrument the entity upon behalf of
which the persons acted,executed the instrument.
WITNESS my hand and official seal.
xigo ALLISON HAMM
Notary Public-State of Kansas t I A
My Appt.Expires I•_TS-to Notary Public
My commission expires:
IQ-25-20
9
IN WITNESS WHEREOF,the parties hereunto have executed this Agreement this day of
, 20_
Nine South Development LLC, Kansas limited
liability company
By. "2 ' ��_ ' ,
Name: /t. 14 lla
Title: /17o''Iv`Q�
I1i
STATE OF 4n5IAS
((//
COUNTY OF S(a.iwic k ) SS.
I
On Oct. ti , 2019, before me, the undersigned, a Notary Public in and for said state,
personally appeared Cu' 4 (Z)Jxitc(Y1 , proved to me on the basis o satisfactory evidence to be the
persons whose names are subscribed to the within instrument as / of Nine South
Development LLC, and acknowledged to me that he/she executed the same in s/her authorized capacity,
and that by he/her signature on the instrument the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
k41
Notary Public
My commission expires:
TAWNYA MARR
Notary public-State of Kansas
\1.15-11-011-1)
1,'5 /)LOW1) t.yAppt.Exp&res ll-13.2020
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EXHIBIT A
FORM OF REIMBURSEMENT REQUEST
TO: City of Salina, Kansas
Attention: City Manager
Re: Improvement District
Terms not otherwise defined herein shall have the meaning ascribed to such terms in the
Improvement District Development Agreement dated as of , 20 (the "Agreement')
between the City and the Developer.
In connection with the Agreement, the undersigned hereby states and certifies that:
1. Each item listed on Schedule I hereto is cost that was incurred in connection with the
construction of the Improvements after , 20 [INSERT DATE DISTRICT
CREATED BY RESOLUTION], and is an eligible cost pursuant to the Petition, the Advisability
Resolution and the Act. Attached hereto are invoices and other supporting documentation showing proof
that each cost listed in Schedule I was actually incurred by the Developer and is an eligible cost pursuant
to the Petition, the Advisability Resolution and the Act.
2. There has not been filed with or served upon the Developer any notice of any lien, right
of lien or attachment upon or claim affecting the right of any person, firm or corporation to receive
payment of the amounts stated in this request, except to the extent any such lien is being contested in
good faith.
3. The Improvements have been completed in a workmanlike manner and in accordance
with all construction plans approved by the City. All necessary permits and approvals required for the
work for which this certificate relates were issued and were in full force and effect at the time such work
was being performed.
4. The Developer is not in default or breach of any term or condition of the Agreement, and
no event has occurred and no condition exists which constitutes an event of default under the Agreement.
Dated this day of , 20
NINE SOUTH DEVELOPMENT LLC,
Kansas limited liability company
By:
Name:
Title:
A-1
Approved for Payment this day of , 20
CITY OF SALINA, KANSAS
By:
Title:
A-2
EXHIBIT B
FORM OF CERTIFICATE OF COMPLETION
The undersigned, NINE SOUTH DEVELOPMENT LLC, KANSAS LIMITED LIABILITY
COMPANY(the"Developer"), pursuant to that certain Improvement District Development Agreement
dated as of _, 20 , between the CITY OF SALINA, KANSAS (the"City")and the
Developer(the "Agreement"), hereby certifies to the City as follows:
1. That as of , 20 , the construction of all Improvements (as such term is
defined in the Agreement) have been completed in accordance with the Petition, the Advisability Resolution
and the Agreement.
2. This Certificate of Completion is being issued by the Developer to the City in accordance
with the Agreement to evidence the Developer's satisfaction of all obligations and covenants with respect to
the construction of the Improvements.
3. At the Developer's request, the City shall record this Certificate with the Saline County
Recorder of Deeds, as evidence that the Developer has satisfied all agreements and covenants to construct the
Improvements pursuant to the Agreement.
Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand this day of
, 20
CITY OF SALINA, KANSAS
By:
Name:
Title:
(Insert Notary Form and Legal Description if Certificate to be Recorded)
B-1
EXHIBIT C
INSURANCE REQUIREMENTS
Pursuant to Paragraph 9 of the Agreement, the Developer shall obtain, pay for, and maintain—and shall
require each of its authorized contractors and subcontractors to obtain and maintain — for the duration of the
Agreement,policies of insurance meeting the following requirements:
1. General Requirements.
A. Additional Insured. With the exception of any workers' compensation policies to be
obtained by the Developer hereunder, all policies shall name the City of Salina ("City"), its agents,
representatives, officers, officials, and employees as additional insured(s). Insurance for the additional
insured shall extend to Products/Completed Operations and be as broad as the insurance for the named
insured, including defense expense coverage, and, with respect to the commercial general liability policy
required hereunder, shall be endorsed to apply as primary and non-contributory insurance before any other
insurance or self-insurance, including any deductible, maintained by, or provided to, the additional
insured(s).
B. Waiver of Subrogation. Where allowed by law, all policies will include a waiver of
subrogation in favor of the City, its agents, representatives, officers, officials, and employees.
C. Claims Made Policies. If coverage is written on a claims-made basis for any of the policies
required by this Agreement, the Developer must maintain the coverage for a minimum of two (2) years from
the date of final completion of all work under the Agreement.
D. Premium and Deductible Expenses. The Developer shall be responsible for all premiums
and retention or deductible expense for any and all policies required by this Agreement.
2. Specific Coverage Requirements.
A. Commercial General Liability ("CGL"). The Developer shall maintain CGL coverage
written on ISO Occurrence form CGO0 01 or an industry equivalent and shall cover liability arising from
Personal Injury, Bodily Injury, Property Damage, Premises and Operations. Products and Completed
Operations, Contractual Liability, Independent Contractors and Advertising Injury. The policy limits shall
not be less than the following:
• Each occurrence $1,000,000
• General aggregate $2,000,000
• Personal and Advertising Liability $1,000,000
The policy shall contain an endorsement that modifies the general aggregate to apply separately to each
project. The Developer shall maintain the Products and Completed Operations liability coverage for a period
of at least two(2) years after completion of all work under the Agreement.
B. Business Automobile Liability ("BAL"). The Developer shall maintain BAL coverage
written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable to all autos and other
vehicles subject to compulsory auto liability laws that are owned, hired, rented or used by the Developer and
include automobiles not owned by but used on behalf of the Developer. The BAL policy limits shall not be
less than the following:
C-1
• Combined single limit S1,000,000
C. Workers' Compensation/Emplover's Liability. The Developer shall maintain workers'
compensation and employer's liability coverage with policy limits not less than the following:
• Workers' Compensation(Coverage Part A)
o Statutory
• Employer's Liability(Coverage Part B)
o 5100,000 each accident
o 5500,000 disease—policy limit
o S100,000 disease—each employee
C-2