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F. Waiver of Subrogation. The insurer agrees to waive all rights of subrogation
<br /> against the City, its officers, employees and agents.
<br /> G. Defense Costs. Coverage shall be provided on a "pay on behalf of" basis, with
<br /> defense costs payable in addition to policy limits. There shall be no cross liability
<br /> exclusions.
<br /> VI. INDEMNIFICATION
<br /> Consultant shall be required to take all reasonable precautions to prevent the
<br /> occurrence of any injury, including death,to any person or any damage to any property
<br /> arising out of the act or omissions of this Consultant, its agents, or employees.
<br /> A. Consultant shall be required to indemnify, defend and hold harmless to the
<br /> maximum extent described below, the City of Pleasanton,the City Council, its
<br /> officers, agents, representatives, volunteers, and employees from and against
<br /> any and all liabilities, suits, actions, proceedings,judgments, liens, injuries
<br /> (whether in contract or in tort, including, but not limited to, personal injury,
<br /> accidental death or property damage and regardless of whether the allegations
<br /> are false, fraudulent or groundless), claimed demands, costs losses or damages
<br /> or expenses (including reasonable attorney's fees and costs), that arise out of or
<br /> result from, or connected with, or which are alleged to have arisen out of or
<br /> have been connected with, in whole or in part, (1) the acts or omissions of the
<br /> Consultant, its employees, agents or subcontractors, whether directly or
<br /> indirectly employed (2)the breach by the Consultant of any of its obligations,
<br /> duties or other responsibilities hereunder.
<br /> B. Consultant shall be required, at its sole cost, expense and risk,to defend all
<br /> claims and legal proceedings that may be brought against the City of Pleasanton,
<br /> the City Council, and their officers, agents, representatives, volunteers, and
<br /> employees with any counsel reasonably acceptable to the City, and Consultant
<br /> shall satisfy any resulting judgment or settlement, not to exceed the level of
<br /> liability imposed upon or assessed against the Consultant by said judgment or
<br /> settlement, whether or not the liability, suit, action, proceeding,judgment, lean,
<br /> injury, claim, demand, cost, loss damage or expense was actually or allegedly
<br /> caused in part through the negligent, wrongful or tortuous conduct of any such
<br /> other persons, but not if the same was actually caused solely by any such other
<br /> person.
<br /> C. Consultant's obligation to indemnify, defend and hold harmless shall remain in
<br /> effect and shall be binding upon Consultant whether such injury or damage shall
<br /> accrue, or maybe discovered, before or after termination of this Agreement.
<br /> 7
<br /> ACMS Initial
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