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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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