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ATTY/AGR/2016.053/CDM SMITH <br />REV: 03-22-16 JS <br />Page 4 of 18 <br />subcontractor’s work is satisfactorily completed. Federal law (49 CFR 26.29) requires <br />that any delay or postponement of payment over the 30 days may take place only for <br />good cause and with the City’s prior written approval. Any violation of this provision <br />shall subject the violating prime consultant or subcontractor to the penalties, sanctions <br />and other remedies specified in Section 7108.5 of the Business and Professions Code. <br />These requirements shall not be construed to limit or impair any contractual, <br />administrative, or judicial remedies, otherwise available to the prime consultant or <br />subcontractor in the event of a dispute involving late payment or nonpayment by the <br />prime consultant, deficient subcontractor performance, or noncompliance by a <br />subcontractor. This provision applies to both DBE and non-DBE prime consultant and <br />subcontractors <br /> <br />10. Other Consultants. City reserves the right to employ other consultants in connection <br />with the Services. <br /> <br />11. Indemnification. Consultant will defend, indemnify and hold harmless City and its <br />officers, agents, employees and volunteers from and against all claims, damages, losses and <br />expenses including attorney fees arising out of the performance of the Services, caused in <br />whole or in part by the willful misconduct or any negligent act or omission of the Consultant, <br />any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose <br />acts any of them may be liable, except where caused by the sole negligence or willful <br />misconduct of City. <br /> <br />The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City <br />incurs or makes to or on behalf of an injured employee under the City's self-administered <br />workers' compensation is included as a loss, expense or cost for the purposes of this Section <br />11. <br /> <br />The parties expressly agree that this Section 11 shall survive the expiration or early <br />termination of the Agreement. <br /> <br />12. Insurance. Consultant shall obtain and maintain for the duration of the Agreement and <br />any and all amendments, insurance against claims for injuries to persons or damage to <br />property which may arise out of or in connection with performance of the Services by <br />Consultant or Consultant’s agents, representatives, employees or subcontractors. The <br />insurance carrier is required to maintain an A.M. Best rating of not less than “A-:VII”. <br /> <br />12.1 Coverages and Limits. Consultant, at its sole expense, shall maintain the types <br />of coverages and minimum limits indicated below, unless otherwise approved by City in <br />writing. These minimum amounts of coverage will not constitute any limitations or cap <br />on Consultant's indemnification obligations under this Agreement. <br /> <br />12.1.1 Commercial General Liability Insurance. Consultant shall maintain <br />occurrence based coverage with limits not less than $1,000,000 per occurrence <br />including products and completed operations, property damage, bodily injury, <br />and personal and advertising injury. If the submitted policies contain aggregate <br />limits, such limits will apply separately to the Services, project, or location that is <br />the subject of this Agreement or the aggregate will be twice the required per <br />occurrence limit. The Commercial General Liability insurance policy shall be <br />endorsed to name the City, its officers, agents, employees and volunteers as <br />6.1.B. - Page 6