C-5985 - Indemnification and Insurance Agreement

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