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The sale, assignment, transfer or other disposition of any of the issued and outstanding
<br />capital stock of Consultant, or of the interest of any general partner or joint venture or
<br />syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or
<br />co-tenancy, which shall result in changing the control of Consultant, shall be construed as
<br />an assignment of this Agreement. Control means fifty percent (50%) or more of the voting
<br />power of the corporation.
<br />12. Indemnity and Hold Harmless. To the fullest extent permitted by law (including, without
<br />limitation, California Civil Code ~~ 2782 and 2782.6), Consultant shall defend (with legal
<br />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
<br />claims, loss, cost, damage, injury (including, without limitation, injury to or death of an
<br />employee of Consultant or its Sub-consultants), expense, and liability of every kind, nature
<br />and description (including, without limitation, incidental and consequential damages, 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, the negligence,
<br />reckless, or willful misconduct of the Consultant, any Sub-consultant, anyone directly or
<br />indirectly employed by them, or anyone that they control in the performance of its services
<br />under this Agreement, regardless of whether the City has reviewed or approved the work
<br />or services which has given rise to the claim, loss, cost, damage, injury or liability for
<br />damages. This indemnification shall extend for a reasonable period of time after completion
<br />of the project as well as during the period of actual performance of services under this
<br />Agreement. The City's acceptance of the insurance certificates required under this
<br />Agreement does not relieve the Consultant from its obligation under this paragraph. To the
<br />extent that there is an obligation to indemnify under this Section 13, Consultant shall be
<br />responsible for incidental and consequential damages resulting directly or indirectly, in
<br />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 to
<br />the extent caused by the sole negligence, active negligence or willful misconduct of such
<br />Indemnitee.
<br />13. Insurance. During the term of this Agreement, Consultant shall maintain in full force and
<br />effect at its own cost and expense the following insurance coverage, which insures with an
<br />A.M. Best's rating of no less than A:VII. If Consultant at any time during the term hereof
<br />should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain
<br />such insurance in the Consultant's name or as an agent of the Consultant and shall be
<br />compensated by the Consultant for the costs of the insurance premiums at the maximum
<br />rate permitted by law and computed from the date written notice is received that the
<br />premiums have not been paid.
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