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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(with
<br /> legal counsel reasonably acceptable to the City), indemnify, and hold harmless,the City and its
<br /> officers, agents and employees (collectively"Indemnitees") from and against any and all claims,
<br /> loss, cost, damage,injury(including,without limitation, injury to or death of an employee of
<br /> Consultant or its Subconsultants), expense, and liability(including,without limitation court
<br /> costs, attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses
<br /> incurred in connection therewith and costs of investigation) arising from, or alleged to have
<br /> arisen from,pertain to, or relate to, directly or indirectly, in whole or in part,but only to the
<br /> extent actually caused by the negligence, reckless, or willful misconduct of the Consultant, any
<br /> 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. For professional liability claims, Consultant
<br /> has no obligation to pay for any of the indemnitees' defense related cost prior to a final
<br /> determination of liability.
<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 A:VII. 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, 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.
<br /> b. Automobile Liability Insurance. Automobile liability insurance with limits not less
<br /> than $2,000,000 per person/per occurrence.
<br /> c. Workers' Compensation Insurance. Workers' Compensation Insurance for all of
<br /> Consultant's employees, in strict compliance with State laws, including a waiver of subrogation
<br /> and Employer's Liability Insurance with limits of at least $1,000,000.
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