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Attachment 7 to Exhibit D
<br />ATTY/AGR/2025/AMEND NO.2 – YMCA MASTER PROJECT AGREEMENT
<br />REV: 07-17-25 VR
<br />determined that no compensation is due. If City is compelled to pay compensation, City may,
<br />in its discretion, either deduct and retain from the Contract Sum the amount so paid or require
<br />Contractor to reimburse City.
<br />1.08 Nothing herein shall be construed as limiting in any way the extent to which Contractor or
<br />any Subcontractor may be held responsible for payment of damages resulting from their
<br />operations.
<br />1.09 Except for Comprehensive General Liability Insurance, of which Subcontractors need only
<br />obtain $1,000,000 in coverage, all Subcontractors shall maintain the same insurance required
<br />to be maintained by Contractor with respect to their portions of the Work unless otherwise
<br />indicated in Contract Documents, and Contractor shall cause the Subcontractors to furnish
<br />proof thereof to City within ten Days of City’s request.
<br />ARTICLE 2 INDEMNIFICATION
<br />2.01 City and each of its officers, employees, consultants and agents including, without limitation,
<br />the City Council, Project Manager and each City Representative, shall not be liable or
<br />accountable in any manner for loss or damage that may happen to any part of the Work; loss
<br />or damage to materials or other things used or employed in performing the Work; injury,
<br />sickness, disease, or death of any person; or damage to property resulting from any cause
<br />whatsoever except their sole negligence, willful misconduct or active negligence, attributable
<br />to performance or character of the Work, and Contractor releases all of the foregoing persons
<br />and entities from any and all such claims.
<br />2.02 To the furthest extent permitted by law (including, without limitation, Civil Code Section
<br />2782), Contractor shall defend, indemnify, and hold harmless, City and each of its officers,
<br />employees, consultants and agents including, without limitation, the City Council, Project
<br />Manager and each City Representative, from claims, suits, actions, losses and liability of
<br />every kind, nature and description including, without limitation, claims and fines of
<br />regulatory agencies and attorneys fees and consultant’s fees, directly or indirectly arising out
<br />of, connected with, or resulting from performance of the Work, failure to perform the Work,
<br />or condition of the Work that is caused in whole or part by any act or omission of Contractor,
<br />Subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose
<br />acts any of them may be liable, resulting from any cause whatsoever except their sole
<br />negligence, willful misconduct, or active negligence.
<br />2.03 With respect to third-party claims against Contractor, Contractor waives any and all rights to
<br />any type of express or implied indemnity including, without limitation, costs of defense,
<br />against City and each of its officers, employees, consultants and agents including, without
<br />limitation, City, the Board, Project Manager and each City’s Representative. City shall
<br />provide timely notice to Contractor of any third-party claim relating to the Contract
<br />Documents, in accordance with Public Contract Code Section 9201,
<br />Page 47 of 50
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