BERNAL INVESTMENT VALLEY AVENUE EXTENSION

,~, a. Indemnity. BIC hereby agrees to and shall hold City, its elective and appointive Boards, Commissions, Council, officers, agents, and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims from property damage which may arise from BIC's, or BIC's contractors', subcontractors', agents' or employees' operation under this Agreement, whether such operation be by BIC or by any of BIC's contractors or subcontractors, or by any one or more persons directly employed by, or acting as agent for, BIC or any of BIC's contractors or subcontractors. BIC agrees to, and shall, defend (with counsel acceptable to City) City and its elective and. appointive Boards, Commissions, Council, officers, agents and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations. In addition to the above: i. The City does not, and shall not, waive any rights against BIC, which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by City, or the deposit with City by BIC, of any of the insurance policies described herein. ii. The aforesaid hold harmless agreement shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the operations referred to in this paragraph, regardless of whether or not City has prepared, supplied or approved of, plans or specifications for the Improvements, or regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. b. Contactor's Insurance Coverage. BIC shall ensure that its contractors and subcontractors comply with the insurance provisions required in Exhibit B-1 to the New Public Road Crossing Agreement. In addition, BIC's agreements with contractors and subcontractors shall include a provision indemnifying the City and its officers, employees and agents from claims arising from the Improvements and naming the City as an additional insured. c. BIC Insurance. Prior to the commencement of construction of the Improvements, BIC shall provide the following: i. Workers' Compensation and Employer's Liability Insurance. Certificate of Insurance providing proof of Workers' Compensation insurance and policy number as required by the laws of the State of California; and Employer's Liability Insurance in an amount not less than $1,000,000. ii. General Liability and Automobile Liability Insurance. Certificate of Insurance showing the amount of General Liability and Property Damage coverage with insurance coverage of at least the following amounts: FIRST AMENDMENT TO VALLEY AVENUE EXTENSION UNDERPASS AGREEMENT Page 6 of 8