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WHEREAS, the Administrator is the administrator of the Figtree PACE Program <br />and agrees to indemnify the Public Entity in connection with the operations of the <br />Figtree PACE Program as set forth herein; <br />NOW, THERFORE, in consideration of the above premises and of the Public <br />Entity's agreement to join the Figtree PACE Program, the parties agree as follows: <br />INDEMNIFICATION <br />Administrator has provided the CEDA with an indemnification for negligence or <br />malfeasance of any type as a result of the acts or omissions of the Administrator, its <br />officers, employees, subcontractors and agents, arising from or related to the Figtree <br />PACE Program, the assessments, the assessment districts, the improvements or the <br />financing and marketing thereof. Administrator agrees to defend, indemnify and hold <br />harmless the Public Entity, its officers, elected or appointed officials, employees, agents <br />and volunteers from and against any and all actions, suits, proceedings, claims, <br />demands, losses, costs and expenses, including legal costs and attorneys' fees, for <br />injury or damage due to negligence or malfeasance of any type claims as a result of the <br />acts or omissions of Administrator, except for such loss or damage which was caused <br />by the sole negligence or willful misconduct of the Public Entity. This indemnity shall <br />apply to all claims and liability regardless of whether any insurance policies are <br />applicable. The policy limits do not act as limitation upon the amount of indemnification <br />to be provided by Administrator. <br />2. INSURANCE <br />Administrator agrees that at all times during the operation of the Figtree PACE Program, <br />it shall maintain insurance coverage for the program as follows: (1) Commercial General <br />Liability insurance with minimum limits of One Million Dollars and 00/100 ($1,000,000) <br />per accident for bodily injury and property damage; (ii) Workers' Compensation and <br />Employer's Liability insurance, and all other insurance required by law for the work to be <br />performed pursuant to the Program; (iii) Professional Errors and Omissions insurance in <br />an amount not less than One Million Dollars and 00/100 ($1,000,000) for any single <br />event, and (iv) Automobile Liability insurance covering Administrator's use of <br />automobiles, with minimum limits of One Million Dollars ($1,000,000) per accident for <br />bodily injury and property damage. <br />3. AMENDMENT/INTERPRETATION OF THIS AGREEMENT <br />This Agreement represents the entire understanding of the parties as to those matters <br />contained herein. No prior oral or written understanding shall be of any force or effect <br />with respect to those matters covered hereunder. No supplement, modification or <br />amendment of this Agreement shall be binding unless executed in writing by both of the <br />parties hereto. This Agreement shall not be interpreted for or against any party by <br />reason of the fact that such party may have drafted this Agreement or any of its <br />provisions. <br />13 <br />