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<br />ARTICLE X <br /> <br />INDEMNITY AND INSURANCE <br /> <br />10.1 Indemnitv. Owner shall indemnify, defend (with counsel approved by Agency) <br />and hold Indemnitees harmless from and against any and all Claims, including without <br />limitation, Claims arising directly or indirectly, in whole or in part, as a result of or in connection <br />with Owner's or Owner's contractors, subcontractors, agents or employees development, <br />construction, improvement, operation, ownership or maintenance ofthe Project or the Property, <br />or any part thereof or otherwise arising out of or in connection with Owner's performance under <br />this Agreement. Owner's indemnification obligations under this Section 10.1 shall not extend to <br />Claims resulting solely from the gross negligence or willful misconduct ofIndemnitees. The <br />provisions of this Section 10.1 shall survive the issuance of a Certificate of Completion for the <br />Project and the expiration or earlier termination of this Agreement. It is further agreed that <br />Agency and City do not and shall not waive any rights against Owner that they may have by <br />reason of this indemnity and hold harmless agreement because of the acceptance by Agency, or <br />the deposit with Agency by Owner, of any of the insurance policies described in this Agreement. <br /> <br />10.2 Liabilitv and Workers Compensation Insurance. <br /> <br />(a) Owner shall maintain in force throughout the construction of the Project and <br />through the issuance ofthe Certificate of Completion, comprehensive general liability and <br />property damage insurance, including personal injury, contractual, and owned and non-owned <br />automobile insuranct: with such coverage and limits as may be reasonably requested by Agency <br />and City from time to time, but in no event for less than the sum of Two Million Dollars <br />($2,000,000) per occurrence combined single limit. During the term ofthis Agreement, Owner <br />shall maintain Worker's Compensation insurance for all persons employed by Owner for work at <br />the Project site. Owner shall require each contractor and subcontractor similarly to provide <br />Worker's Compensation insurance for its respective employees. Owner shall indemnify the <br />Indemnitees for any damage or other Claim resulting from Owner's failure to maintain or require <br />any such insurance. <br /> <br />(b) Liability insurance policies shall name the Indemnitees as additional insureds. AIl <br />endorsement shall be provided which states the coverage is primary insurance and that no other <br />insurance held by Agency or City will be called upon to contribute to a loss under such coverage. <br /> <br />(c) Owner shall furnish to the Agency duplicate originals of all insurance policies <br />required hereunder (or at Agency's election, certificates evidencing such insurance coverage or <br />coverages) prior to commencement of construction (or any work related thereto) on the Property, <br />but in no event later than thirty (30) days after the Effective Date, and such certificate(s) shall <br />plOvide that such insurance coverage will not be canceied or reduced withuut at least thirty (30) <br />days' prior written notice to Agency. <br /> <br />(d) If any insurance policy or coverage required hereunder is canceled or reduced, <br />Owner shall, within fifteen (15) days after receipt of notice of such cancellation or reduction in <br />coverage, but in no event later than the effective date of cancellation or reduction, file with <br /> <br />818642.2 <br /> <br />19 <br />