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6.2 Scope; Contractors. Developer shall ensure that its contract with each of its
<br /> Contractors contains provisions requiring the Contractor to defend and indemnify the County to
<br /> the minimum level as set forth in this Article.
<br /> 6.2.1 Indemnity. Each Contractor shall defend, indemnify, and hold harmless
<br /> the County, and its elective and appointive boards, commissions, officers, agents, and employees
<br /> from and against all claims, damages, losses, and expenses, including,but not limited to,
<br /> attorneys' fees and costs, of any kind whatsoever, arising out of or resulting from Contractor's
<br /> operations under this Agreement and/or Contractor's operations under the Development
<br /> Documents this Agreement, or any act, omission, negligence, or willful misconduct of the
<br /> Contractor or their respective agents, employees, material or equipment suppliers, invitees, or
<br /> licensees,but only to the extent caused in whole or in part by the acts or omissions of the
<br /> Contractor, anyone directly or indirectly employed by any of them, or anyone for whose acts
<br /> they may be liable,regardless of whether or not such claim, damages, loss, or expense is caused
<br /> in part by a party indemnified hereunder. Such obligation shall not be construed to negate,
<br /> abridge, or reduce other rights, or obligations of indemnity,which would otherwise exist as to a
<br /> party,person, or entity described in this paragraph.
<br /> 6.2.2 Joint and Several Liability. In the event more than one Contractor is
<br /> connected with an accident or occurrence covered by this indemnification provision, then all
<br /> such Contractors shall be jointly and severally responsible to each of the Indemnitees for
<br /> indemnification, and the ultimate responsibility among such indemnifying Contractors for the
<br /> loss and expense of any such indemnification shall be resolved without jeopardy to any
<br /> Indemnitee. The provisions of the indemnity provided for herein shall not be construed to
<br /> indemnify any Indemnitee for its sole negligence if not permitted by law or to eliminate or
<br /> reduce any other indemnification or right which any Indemnitee has by law or equity.
<br /> 6.3 No Limitation. The Developer's and the Contractor's obligation to indemnify and
<br /> defend the Indemnitees hereunder shall include, without limitation, any and all claims, damages,
<br /> and costs: for injury to persons and property and death of any person; for each breach of any
<br /> warranty, express or implied; for failure of the Developer or the Contractor to comply with any
<br /> applicable governmental law, rule,regulation, or other requirement; and for products used in
<br /> connection with Developer's or Contractor's operations under this Agreement and/or
<br /> Developer's or Contractor's operations under the Development Documents.
<br /> 6.4. Insurance.
<br /> 6.4.1. Commercial General Liability Insurance. The Developer shall, at all times
<br /> during the Term of this Agreement when development and/or construction is actually occurring
<br /> on the Property or any portion thereof, maintain or cause to be maintained commercial general
<br /> liability and property damage insurance, covering the risks of bodily injury and/or death,
<br /> property damage, and personal injury liability, with total limits of not less than FIVE MILLION
<br /> DOLLARS ($5,000,000)per year(which may be included under an umbrella policy for such
<br /> amount), except as otherwise approved by the Community Development Director in consultation
<br /> with County's risk manager, commensurate with the nature of the activities with respect to the
<br /> Property and the risks being insured against. The parties shall mutually review the insurance
<br /> W02-SF:FPD\61481145.2 -49-
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