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from and against any and all out of pocket cost or expense of defending such lawsuit or other
<br /> legal proceeding (including reasonable attorneys' fees and court costs), except such costs or
<br /> expenses as may arise from the willful misconduct of the Agency. In addition, IAC shall defend,
<br /> indemnify and hold harmless the Agency and its officers, employees, agents and attorneys from
<br /> and against any liability, loss, cost or expense arising out of any personal injury (including death)
<br /> or physical damage to property, including loss of use of property resulting from any such
<br /> physical damage, caused by IAC or its agents in conducting IAC's Site Feasibility Assessment,
<br /> except such as may arise from the sole negligence or willful misconduct of the Agency or its
<br /> officers, members, agents or employees.
<br /> Subject to the Election to Proceed and prior to the commencement of construction on the
<br /> IAC Project Site or any portion thereof, IAC shall furnish or cause to be furnished to the Agency
<br /> duplicate originals of bodily injury and property damage insurance in the aggregate amount of
<br /> FIVE MILLION DOLLARS ($5,000,000) combined single limit policy naming the Agency, and
<br /> its governing body, officers, members, agents, attorneys and employees as co-insureds, which
<br /> coverage shall be primary insurance and not contributing with any other insurance maintained by
<br /> the Agency. Such policy shall include broad form contractual liability coverage to the extent
<br /> such coverage is provided subject to standard exclusions, for IAC's indemnification agreement
<br /> set forth in this section. IAC shall also furnish or cause to be furnished to the Agency evidence
<br /> satisfactory to the Agency that any contractor with whom it has contracted for the performance
<br /> of work on the IAC Project Site carries workers' compensation insurance as required by law. _
<br /> IAC also agrees that before its prime contractors commence work on the iAC Project Site, such
<br /> contractors shall fiunish the Agency proof of insurance coverage naming such public agency, its
<br /> officers, members, agents and employees as co-insureds, under a policy or policies of insurance
<br /> containing coverage of such risks and in such amounts as are standazd for public works contracts
<br /> of the nature and scope to be constructed on the IAC Project Site.
<br /> Subsequent to the Election to Proceed and in addition to the insurance requirements of
<br /> this Section 506, IAC shall assume and be responsible for, and shall defend, indemnify and save
<br /> hannless, the Agency, its governing body, officers, members, agents, attorneys and employees
<br /> from and against any and all claims, demands, liability, loss or costs, including reasonable
<br /> attorneys' fees and courtr�sts, for injuries to, or the death of, any person or persons, or damages
<br /> to property, including property of the Agency, which may arise out of or in any manner be
<br /> connected with IAC's performance of the work to be performed by IAC subsequent to the
<br /> Election to Proceed pursuant to this Agreement, except such as may arise from the sole
<br /> negligence or willful misconduct of the Agency, or its officers, members, agents or employees.
<br /> IAC's undertaking and duty to defend, indemnify and save harmless the Agency under
<br /> this Section 506 arising subsequent to the Election to Proceed, shall extend to and cover any
<br /> claim that may be brought against the Agency on the grounds of the discovery of haz�r�ous
<br /> materials on the IAC Project Site; provided that the duties of IAC under this Section 506 shall
<br /> not extend to the indemnification of the Agency where the Agency or its members, officers,
<br /> employees, agents or independent contractors bear responsibility, directly or indirectly, for(1)
<br /> the presence of hazardous materials on the IAC Project Site, or(2) any injuries to, or death of
<br /> any person or persons, or damage to any property resulting from the presence on the IAC Project
<br /> Site of the hazardous materials to which reference is made in clause 1 of this sentence.
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<br /> 9627:83976.25 ' � '
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