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is hereby assigned to the City and the Consultant agrees to execute any additional documents that
<br /> may be necessary to evidence such assignment. Consultant shall keep materials confidential and
<br /> the materials shall not be used for purposes other than performance of services under this
<br /> Agreement and shall not be disclosed to anyone not connected with these services, unless the
<br /> City provides prior written consent.
<br /> 6. Changes. City may request changes in the scope of services to be provided by
<br /> Consultant. Any changes and related fees shall be mutually agreed upon between the parties and
<br /> subject to a written amendment to this Agreement.
<br /> 7. Indemnification. To the fullest extent permitted by law (including, without
<br /> limitation, California Civil Code §§ 2782, 2782.6 and 2782.8), Consultant shall defend(with
<br /> legal counsel reasonably acceptable to the City and with defense costs proportionate to
<br /> Consultant's percentage of fault), indemnify, and hold harmless, the City and its officers, agents
<br /> and employees (collectively "Indemnitees") from and against any and all claims, loss, cost,
<br /> damage,injury(including, without limitation, injury to or death of an employee of Consultant or
<br /> its Subconsultants), expense, and liability of every kind, nature and description (including,
<br /> without limitation, incidental and consequential damages, court costs, attorneys' fees,litigation
<br /> expenses and-fees of expert consultants or expert witnesses incurred in connection therewithanis
<br /> costs of investigation) arising from, or alleged to have arisen from,pertain to, or relate to,
<br /> directly or indirectly, in whole or in part, the negligence, reckless, or willful misconduct of the
<br /> Consultant, any Subconsultant, anyone directly or indirectly employed by them, or anyone that
<br /> they control (collectively"Liabilities") in the performance of its services under this Agreement,
<br /> regardless of whether the City has reviewed or approved the work or services which has given
<br /> rise to the claim, loss, cost, damage, injury or liability for damages. This indemnification shall
<br /> extend for a reasonable period of time after completion of the project as well as during the period
<br /> of actual performance of services under this Agreement. The City's acceptance of the insurance
<br /> certificates required under this Agreement does not relieve the Consultant from its obligation
<br /> under this paragraph. To the extent that there is an obligation to indemnify under this Section 7,
<br /> Consultant shall be responsible for incidental and consequential damages resulting directly or
<br /> indirectly, in whole or in part,from Consultant's negligence, reckless or willful misconduct.
<br /> Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply
<br /> to the extent such Liabilities are caused by the sole negligence, active negligence or willful
<br /> misconduct of such Indemnitee.
<br /> 8. Insurance. During the term of this Agreement, Contractor shall maintain at its own
<br /> cost and expense the following minimum insurance coverage with insurers with an A.M. Best's
<br /> rating of no less than A:VII:
<br /> a. General Liability and Bodily Injury Insurance. Commercial general liability
<br /> insurance with limits of at least$1,000,000 combined limit for bodily injury and property
<br /> damage that provides that the City, its officers, employees and agents are named additional
<br /> insureds under the policy as evidenced by an additional insured endorsement satisfactory to the
<br /> City Attorney. The policy shall further state in writing either on the Certificate of Insurance or
<br /> attached rider that this insurance will operate as primary insurance for work performed by
<br /> Contractor and its subcontractors, and that no other insurance effected by City or other named
<br /> insured will be called on to cover a loss.
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