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12. Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any
<br /> interest or obligation in the Agreement without the prior written consent of the City, and then
<br /> only upon such terms and conditions as City may set forth in writing. Consultant shall be solely
<br /> responsible for reimbursing subconsultants.
<br /> 13. Indemnity and Hold Harmless. To the fullest extent permitted by law(including, without
<br /> limitation, California Civil Code §§ 2782, 2782.6 and 2782.8),Consultant shall defend (to the
<br /> extent covered by General Liability insurance),(with legal counsel reasonably acceptable to the
<br /> City), indemnify,and hold harmless, the City and its officers, agents and employees(collectively
<br /> "Indemnitees")from and against any and all claims, loss, cost,damage, injury(including,
<br /> without limitation, injury to or death of an employee of Consultant or its Subconsultants),
<br /> expense, and liability of every kind, nature and description(including,without limitation,
<br /> incidental and consequential damages, court costs, attorneys' fees, litigation expenses and fees of
<br /> expert consultants or expert witnesses incurred in connection therewith and costs of
<br /> investigation)arising from, or alleged to have arisen from,pertain to, or relate to,directly or
<br /> indirectly, in whole or in part, the negligence, reckless, or willful misconduct of the Consultant,
<br /> any Subconsultant,anyone directly or indirectly employed by them,or anyone that they control
<br /> (collectively"Liabilities") in the performance of its services under this Agreement, regardless of
<br /> whether the City has reviewed or approved the work or services which has given rise to the
<br /> claim, loss, cost, damage, injury or liability for damages. This indemnification shall extend for a
<br /> reasonable period of time after completion of the project as well as during the period of actual
<br /> 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.
<br /> Such obligations to defend, hold harmless and indemnify any Indemnitee shall not apply to the
<br /> extent such Liabilities are caused by the sole negligence,active negligence or willful misconduct
<br /> of such Indemnitee. Obligation to defend shall be proportionate as to Consultant's percentage of
<br /> fault as provided in California Civil Code § 2782.8.
<br /> 14. Insurance. During the term of this Agreement, Consultant shall maintain in full force and
<br /> effect, at its own cost and expense, insurance coverages with insurers with an A.M. Best's rating
<br /> of no less than ANIL Contractor shall have the obligation to furnish City,as additional insured,
<br /> the minimum coverages identified below, or such greater or broader coverage for City, if
<br /> available in the Contractor's policies:
<br /> a. General Liability and Bodily Injury Insurance. Commercial general liability
<br /> insurance with limits of at least $2,000,000 combined limit for bodily injury and property
<br /> damage that provides that the City, its officers and employees are named additional
<br /> insureds under the policy. The policy shall state in writing either on the Certificate of
<br /> Insurance or attached rider that this insurance will operate as primary insurance for work
<br /> performed by Consultant and its subconsultants, and that no other insurance effected by
<br /> City or other named insured will be called on to cover a loss.
<br /> b. Automobile Liability Insurance. Automobile liability_ insurance with limits not less
<br /> than $2,000,000 per person/per occurrence.
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