Agmt 13 Crosby Group Design Professional Agreememt

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indirectly ("Liability"). Such obligations to defend, hold harmless and indemnify the City shall not apply to the extent that such Liability- is caused by the sole negligence, or willful misconduct of the City. With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of express or implied indemnity against the Indemnitees. However, notwithstanding the foregoing, in accordance with California Civil Code Section 1668, nothing in this Agreement shall be construed to exempt the City from its own fraud, willful injury to the person or property of another, or violation of law. Furthermore, notwithstanding the forgoing, to the extent this Agreement is a "construction contract"as defined by California Civil Code section 2783, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. Nothing herein contained in this Agreement shall be construed to require Consultant to indemnify Indemnitees against any responsibility or liability in contravention of California Civil Code Section 2782.8. 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 is included as a loss, expense or cost for the purposes of this section. The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. 6. 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 City Manager in consultation with the City Attorney. 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 City by certified mail. City, its 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 City, its officers, agents, volunteers and employees. Any insurance or self- insurance maintained by the City will be in excess of Consultant's insurance and not contributory with it. Consultant will furnish certificates of insurance and endorsements to City prior to City's execution of this Agreement. 7. Conflict of Interest. City 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, REV: 08-20-13 VR Page 2 of 6 ATTY/AGR/2013.139/CROSBY GROUP_1950