Agmt11 Overland Pacific & Cutler, Inc.

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7. Indemnification. Consultant will defend, indemnify and hold harmless Agency, City of Redwood City ( "City "), and their officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Services, caused in whole or in part by the willful misconduct or any negligent act or omission of the Consultant, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the active negligence, sole negligence, or willful misconduct of Agency or City. The Parties expressly agree that any reasonable payment, attorney's fee, costs or expense Agency or City incurs or makes to or on behalf of an injured employee under the Agency /City's self - administered workers' compensation is included as a Toss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of the Agreement. 8. Insurance. Consultant will obtain and maintain policies of commercial general liability insurance, automobile 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 five hundred thousand dollars ($500,000) 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. Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims -made coverage. 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 Agency by certified mail. Agency and City, their officers, agents, volunteers and employees will be named as additional insureds on General and Automobile liability. Consultant's insurance coverage will be primary insurance with respect to Agency and City, their officers, agents, volunteers and employees. Any insurance or self- insurance maintained by the Agency and /or City will be in excess of Consultant's insurance and not contributory with it. Consultant will furnish certificates of insurance and endorsements to Agency prior to Agency's execution of this Agreement. Consultant shall include all subconsultants as insureds under its policies or shall furnish separate certificates and endorsements for each subconsultant. All coverages for subconsultants shall be subject to all of the requirements stated herein. 9. Conflict of Interest. Agency will evaluate Consultant's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Consultant or any of Consultant's employees, agents or subcontractors. Should it be determined that disclosure is required, Consultant or Consultant's employees, agents, or subcontractors will complete and file with the Agency Secretary those schedules specified by Agency and contained in the Statement of Economic Interests Form 700. 10. Compliance With Laws. Consultant will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Redwood City Business License for the term of this Agreement. 11. Termination. Agency or Consultant may terminate this Agreement at any time after a discussion, and written notice to the other party. Agency will pay Consultant's costs for Services completed up to the time of termination, if the Services have been completed in accordance with the Agreement. 12. Claims and Lawsuits. By signing this Agreement, Consultant agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, ATTY /AGR/2011.011 021111 2