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City, and then only upon such terms and conditions as City may set forth in writing. Consultant <br />shall be solely responsible for reimbursing subconsultants. <br />13. Indemnity and Hold 1-1armless. To the fullest extent permitted by law (including, <br />without limitation, California Civil Code §§ 2782, 2782.6 and 2782.8), Consultant shall defend <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, incidental and consequential damages, court costs, <br />attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses incurred in <br />connection therewith and costs of investigation) to the extent 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 Subconsultant,anyone directly or <br />indirectly employed by them,or anyone that they control (collectively"Liabilities")in the <br />performance of its services under this Agreement,regardless of whether the City has reviewed or <br />approved the work or services which has given rise to the claim, loss,cost,damage,injury or <br />liability for damages. This indemnification shall extend for a reasonable period of time after <br />completion of the project as well as during the period of actual performance of services under <br />this 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 whole or <br />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. Obligation to defend shall be proportionate as to Consultant's <br />percentage of fault as provided in California Civil Code § 2782.8. <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. Contractor 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 Contractor's policies: <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. <br />b. Automobile Liability Insurance. Automobile liability insurance with limits <br />not less than$2,000,000 per person/per occurrence. <br />Page 4 of 7 <br />Docusign Envelope ID: AD76C2F9-B3FA-4318-8F3F-0E57966D45A3