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<br />(with legal counsel reasonably acceptable to the City), indemnify, and hold harmless, the City
<br />and its officers, agents and employees (collectively “Indemnitees”) from and against any and all
<br />claims, loss, cost, damage, injury (including, without limitation, injury to or death of an
<br />employee of Consultant or its Subconsultants), expense, and liability of every kind, nature and
<br />description (including, without limitation, consequential damages, court costs, attorneys’ fees,
<br />litigation expenses and fees of expert consultants or expert witnesses incurred in connection
<br />therewith and costs of investigation) arising from, or alleged to have arisen from, pertain to, or
<br />relate to, directly or indirectly, in whole or in part, the negligence, reckless, or willful misconduct
<br />of the Consultant, any Subconsultant, anyone directly or indirectly employed by them, or anyone
<br />that they control (collectively “Liabilities”) in the performance of its services under this
<br />Agreement, regardless of whether the City has reviewed or approved the work or services which
<br />has given rise to the claim, loss, cost, damage, injury or liability for damages. This
<br />indemnification shall extend for a reasonable period of time after completion of the project as
<br />well as during the period of actual performance of services under this Agreement. The City's
<br />acceptance of the insurance certificates required under this Agreement does not relieve the
<br />Consultant from its obligation under this paragraph. To the extent that there is an obligation to
<br />indemnify under this Section 13, Consultant shall be responsible for incidental and consequential
<br />damages resulting directly or indirectly, in whole or in part, from Consultant’s negligence,
<br />reckless or willful misconduct.
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<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. Obligation to defend shall be proportionate as to Consultant’s
<br />percentage of fault as provided in California Civil Code § 2782.8.
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<br />Consultant shall not be responsible for warranties, guarantees, or implied warranties of
<br />fitness for a particular purpose of any third party materials or products recommended by
<br />Consultant.
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<br />Additionally, Consultant shall not be responsible for acts and decisions of third parties,
<br />including governmental agencies, other than Consultant's subconsultants, that impact project
<br />completion and/or success.
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<br /> 14. Insurance. During the term of this Agreement, Consultant shall maintain in full
<br />force and effect, at its own cost and expense, insurance coverages with insurers with an A.M.
<br />Best’s rating of no less than A:VII. Consultant shall have the obligation to furnish City, as
<br />additional insured, the minimum coverages identified below, or such greater or broader coverage
<br />for City, if available in the Consultant’s policies:
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<br /> a. General Liability and Bodily Injury Insurance. Commercial general
<br />liability insurance with limits of at least $2,000,000 combined limit for bodily injury and
<br />property damage that provides that the City, its officers, employees and agents are named
<br />additional insureds under the policy. The policy shall state in writing either on the
<br />Certificate of Insurance or attached rider that this insurance will operate as primary
<br />insurance for work performed by Consultant and its subconsultants, and that no other
<br />insurance effected by City or other named insured will be called on to cover a loss.
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