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11.1 Indemnity. Developer shall indemnify, defend (with counsel approved by City) <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 Developer's or Developer's contractors, subcontractors, agents or employees development, <br />construction, improvement, operation, ownership or maintenance of the Project or the Property, <br />or any part thereof or otherwise arising out of or in connection with Developer's performance <br />under this Agreement. Developer's indemnification obligations under this Section 11.1 shall not <br />extend to Claims resulting from the gross negligence or willful misconduct of Indemnitees. The <br />provisions of this Section 11.1 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 City <br />do not and shall not waive any rights against Developer that they may have by reason of this <br />indemnity and hold harmless agreement because of the acceptance by City, or the deposit with <br />City by Developer, of any of the insurance policies described in this Agreement. <br />11.2 Liability and Workers Compensation Insurance. <br />(a) Developer and all contractors working on behalf of Developer on the Project shall <br />maintain a commercial general liability policy in the amount of Two Million Dollars <br />($2,000,000) combined single limit, Four Million Dollars ($4,000,000) annual aggregate, or such <br />other policy limit as City may require in their reasonable discretion, including coverage for <br />bodily injury, property damage, products, completed operations and contractual liability <br />coverage. Such policy or policies shall be written on an occurrence basis and shall name the <br />Indemnitees as additional insureds. <br />(b) Developer and all contractors working on behalf of Developer shall maintain a <br />comprehensive automobile liability coverage in the amount of One Million Dollars ($1,000,000), <br />combined single limit including coverage for owned and non -owned vehicles and shall furnish or <br />cause to be furnished to City evidence satisfactory to City that Developer and any contractor <br />with whom Developer has contracted for the performance of work on the Property or otherwise <br />pursuant to this Agreement carries workers' compensation insurance as required by law. <br />Automobile liability policies shall name the Indemnitees as additional insureds. <br />(c) Upon commencement of construction and continuing until issuance of a <br />Certificate of Completion, Developer and all contractors working on behalf of Developer shall <br />maintain a policy of builder's all-risk insurance in an amount not less than the full insurable cost <br />of the Project on a replacement cost basis naming City as a loss payee. <br />(d) Developer shall maintain property insurance covering all risks of loss (other than <br />earthquake), including flood (if required) for 100% of the replacement value of the Project with <br />deductible, if any, in an amount acceptable to City, naming City as a loss payee. <br />(e) Companies writing the insurance required hereunder shall be licensed to do <br />business in the State of California. Insurance shall be placed with insurers with a current A.M. <br />Best's rating of no less than A-VIII. The Commercial General Liability and comprehensive <br />5055770.1 25 <br />