Agmt26 Mark Thomas & Company, Inc.

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REV: 07-06-26 VR 11. Indemnification. 11.1. With all matters related to Design Professional Services, as defined by California Civil Code 2782.8, Consultant will defend, indemnify and hold harmless (collectively “Indemnify”) City and its officers, boards and commissions, and employees (collectively “Indemnitees”) from and against liability for damages, including the reimbursement of reasonable attorney fees (collectively “Losses”) to the extent that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, or any Consultant Personnel or anyone for whose acts any of them may be liable. Consultant’s duty to Indemnify will not include any Losses arising from the negligence or willful misconduct of City. Consultant has no obligation to provide an immediate defense or to pay for any of the indemnities defense related cost prior to a final determination of liability or to pay any amount that exceeds Consultant’s final determined percentage of liability based upon the comparative fault of Consultant. 11.2. Subsection 11.1 notwithstanding, in accordance with California Civil Code Section 1668, as amended, nothing in this Agreement will be construed to exempt the City from its own fraud, willful injury to the person or property of another, or violation of law. 11.3. Nothing contained in this Agreement will be construed to require Consultant to Indemnify Indemnitees against any responsibility or liability in contravention of California Civil Code Section 2782.8, as amended. To the extent this Agreement is a “construction contract” as defined by California Civil Code section 2783, as amended, such duties of Consultant to indemnify will not apply when to do so would be prohibited by California Civil Code Section 2782 as amended. 11.4. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers’ compensation plan is included as a loss, expense or cost for the purposes of this Section 11. 11.5. Acceptance by City of Consultant’s services and duties will not operate as a waiver of City’s rights under this Section 11. 11.6. The parties expressly agree that this Section 11 will survive the expiration or early termination of the Agreement. 12. Insurance. Consultant will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Consultant or Consultant’s agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than “A-: VII”. ATTY/AGR.2026.015/Mark Thomas & Company, Inc. (Page 4 of 14)