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<br />1 ARTICLE 10 INDEMNITY, INSURANCE, PERFORMANCE BOND, GUARANTY
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<br />2 1 0.01 INDEMNIFICATION
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<br />3 Contractor shall indemnify, defend and hold harmless Authority, its officers, employees
<br />4 and agents, (collectively the "Indemnitees") from and against (1) any and all liability,
<br />5 penalty, forfeiture, claim, demand, action, proceeding or suit, of any and every kind and
<br />6 description, whether judicial, quasi-judicial or administrative in nature, (2) any and all
<br />7 loss including but not limited to injury to and death of any person and damage to
<br />8 property, and (3) claims for contribution or indemnity claimed by third parties
<br />9 (collectively, the "Claims"), arising out of or occasioned in any way by, directly or
<br />10 indirectly, Contractor's performance of, or its failure to perform, its obligations under this
<br />11 Agreement. The foregoing indemnity shall not apply to the extent that the Claim is
<br />12 caused solely by the negligence or intentional misconduct of Authority, its officers,
<br />13 employees or agents, but shall apply if the Claim is caused by the joint negligence of
<br />14 Contractor or other persons, including any of the Indemnitees. Upon the occurrence of
<br />15 any Claim, Contractor, at Contractor's sole cost and expense, shall defend (with
<br />16 attorneys reasonably acceptable to Authority) the Indemnitees. Contractor's duty to
<br />17 indemnify and defend shall survive the expiration or earlier termination of this
<br />18 Agreeme~.
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<br />19 10.02 INSURANCE
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<br />20 A. Types and Amounts of Coverage. Contractor shall procure from an insurance
<br />21 company or companies licensed to do business in the State of California and shall
<br />22 maintain in force at all times during the Term the following types and amounts of
<br />23 insurance:
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<br />1. Workers' Compensation and Employer's Liability. Contractor shall maintain
<br />workers' compensation insurance covering its employees in statutory amounts
<br />and otherwise in compliance with the laws of the State of California. Contractor
<br />shall maintain employer's liability insurance in an amount not less than One
<br />Million Dollars ($1,000,000) per accident or disease. Contractor shall not be
<br />obligated to carry workers compensation insurance if (i) it qualifies under
<br />California law and continuously complies with all statutory obligations to self-
<br />insure against such risks; (ii) furnishes a certificate of Permission to Self Insure
<br />issued by the Department of Industrial Relations; and (iii) furnishes updated
<br />certificates of Permission to Self Insure periodically to evidence continuous self
<br />insurance, at least ten (10) days before the expiration of the previous certificate.
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<br />2. Comprehensive General Liabilitv (and Automobile Liabilitv). Contractor shall
<br />maintain comprehensive general liability insurance with a combined single limit of
<br />not less than Ten Million Dollars ($10,000,000) per occurrence and Twenty
<br />Million Dollars ($10,000,000) annual aggregate covering all claims and all legal
<br />liability for personal injury, bodily injury, death, and property damage, including
<br />the loss of use thereof, arising out of, or occasioned in any way by, directly or
<br />indirectly, Contractor's performance of, or its failure to perform, services under
<br />this Agreement.
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<br />The insurance required by this subsection shall include:
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<br />· Premises Operations (including use of owned and non-owned equipment);
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<br />Operating Agreement for Shoreway Center
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<br />Page - 37-
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<br />7/30/09
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