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wrongful death(collectively"Claims"),in any manner arising out of or incident to any acts or <br /> omissions of CONSULTANT, its officials,officers,employees or agents in connection with <br /> • <br /> the performance of this Agreement, including without limitation the payment of all <br /> consequential damages,attorneys'fees,and other related costs and expenses,except for <br /> such Claims arising out of the sole negligence or willful misconduct of the Indemnitees. <br /> With respect to any and all such Claims, CONSULTANT shall defend Indemnitees at <br /> CONSULTANT's own cost, expense, and risk and shall pay and satisfy any judgment, <br /> award, or decree that may be rendered against Indemnitees. CONSULTANT shall <br /> reimburse Indemnitees for any and all legal expenses and costs incurred by each of them <br /> in connection therewith or in enforcing the indemnity herein provided. CONSULTANT's <br /> obligation to indemnify shall not be restricted to insurance proceeds, if any, received by <br /> CONSULTANT or Indemnitees. All duties of CONSULTANT under this Section shall <br /> survive termination of this Agreement. • <br /> ARTICLE 4 <br /> INSURANCE <br /> 4.1 General Liability <br /> CONSULTANT shall at all times during the term of the Agreement carry, • <br /> maintain, and keep in full force and effect, a policy or policies of Commercial General <br /> Liability Insurance, with minimum limits of one million dollars ($1,000,000) for each <br /> occurrence and two million dollars($2,000,000)general aggregate for bodily injury,death, <br /> loss or property damage for products or completed operations and any and all other <br /> activities undertaken by CONSULTANT in the performance of this Agreement. Said policy <br /> or policies shall be issued by an insurer admitted to do business In the State of California <br /> and rated in A.M. Best's Insurance Guide with a rating of A:VII or better. <br /> 4.2 Professional Liability <br /> CONSULTANT shall at all times during the term of this Agreement, carry, <br /> maintain, and keep in full force and effect a policy or policies of professional liability <br /> insurance with a minimum limit of one million dollars($1,000,000)per claim and aggregate <br /> for errors and/or omissions of CONSULTANT in the performance of this Agreement.Said <br /> policy or policies shall be issued by an insurer admitted to do business in the State of <br /> California and rated in Best's Insurance Guide with a rating of A:VII or better. If a"claims <br /> made" policy is provided, such policy shall be maintained in effect from the date of <br /> performance of work or services on the CITY's behalf until three (3)years after the date of <br /> work or services are accepted as completed. Coverage for the post-completion period may •• <br /> be provided by renewal or replacement of the policy for each of the three(3)years or by a <br /> three-year extended reporting period endorsement, which reinstates all limits for the <br /> extended reporting period. If any such policy and/or policies have a retroactive date,that <br /> date shall be no later than the date of first performance of work or services on behalf of the <br /> CITY. Renewal or replacement policies shall not allow for any advancement of such <br /> Page 2 of 5 <br /> R6876-OOO111591619v1.doc Agreement for Professional Services <br />