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5. INDEMNIFICATION. Licensee will protect, defend, indemnify and hold harmless Licensor, City of Redwood City ( "City "), and its Council members, officers, agents, employees, contractors, and volunteers from and against all causes of action, claims, damages, losses and expenses (including attorney's fees and costs) arising out of the performance of the Services, or the use of the Premises, caused in whole or in part by the willful misconduct or any negligent act or omission of the Licensee or Licensee's employees, agents, subcontractors, patrons, invitees, and /or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by Licensor's active negligence, sole negligence, or willful misconduct. The Parties expressly agree that any reasonable payment, attorney's fee, costs or expense Licensor incurs or makes to or on behalf of an injured employee under the City's self - administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of the Agreement. 6. INSURANCE. Consultant will obtain and maintain policies of commercial general liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A -:V in an amount of not less than one million dollars ($1,000,000) each, except for Workers Compensation and unless otherwise authorized and approved by the Risk Manager or the Executive Director in consultation with the General Counsel. Workers Compensation limits, if applicable, will be set at those limits required by the California Labor Code. Licensee will obtain occurrence coverage, excluding Professional Liability, which will be written as claims -made coverage. Licensee shall obtain and maintain property insurance in an amount sufficient to reimburse Licensee at replacement cost for all of its equipment and other personal property located on or in the Premises. Licensor shall be named as an additional insured. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the Licensor by certified mail. Licensor, its officers, agents, volunteers and employees will be named as additional insured on General, and Property liability. Licensee's insurance coverage will be primary insurance with respect to Licensor, its officers, agents, employees and volunteers. Any insurance or self- insurance maintained by Licensor will be in excess of Licensee's insurance and not contributory with it. Licensee will furnish certificates of insurance and endorsements to Licensor prior to Licensor's execution of this Agreement. ATTY/AGR/2010.025 4 040710