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3-7. Indemnification: Each parry shall indemnify and hold harmless the other party and
<br />its affiliated entities, against all liability or loss, and against all claims or actions based
<br />upon or arising out of (a) breach of any representation, warranty, or other obligation under
<br />this agreement, (b) infringement or violation of any patent, copyright, trade secret,
<br />trademark, or other third party intellectual property right, or (c) any personal injury
<br />(including death) or damage to property resulting from the indemnifying party's acts or
<br />omissions.
<br />3-8. Limitation of Liability: Neither party will be liable to the other for indirect,
<br />consequential, special, incidental, exemplary or punitive damages, even if such damages
<br />were foreseeable; provided, however, that this exclusion will not apply to (i) any damages
<br />caused by a party's negligence or willful misconduct; (ii) indemnification obligations in this
<br />agreement (no matter how such damages might be characterized by a third party); (iii)
<br />tangible property damage or personal injury, or (iv) damages caused by a breach of any
<br />of the confidentiality obligations contained in the agreement or pursuant to any other
<br />confidentiality agreement executed between the parties relating to hospital or its affiliated
<br />entities' content which is a subject of this agreement, specifically including protected
<br />health information. No further limitations of liability shall apply. The remedies specified in
<br />this agreement are cumulative and in addition to any remedies available at law or in equity.
<br />3-9. Insurance: Prior to undertaking performance of work under this Agreement,
<br />CONSULTANT shall maintain and shall require its Subcontractors, if any, to obtain and
<br />maintain insurance as described below:
<br />a. Commercial General Liability Insurance. CONSULTANT shall maintain
<br />commercial general liability insurance naming CITY, its officers, employees,
<br />agents, volunteers and representatives as additional insured(s) and shall include,
<br />but not be limited to protection against claims arising from bodily and personal
<br />injury, including death resulting therefrom and damage to property, resulting from
<br />any act or occurrence arising out of CONSULTANT's operations in the
<br />performance of this Agreement, including, without limitation, acts involving
<br />vehicles. The amounts of insurance shall be not less than the following: single
<br />limit coverage applying to bodily and personal injury, including death resulting
<br />therefrom, and property damage, in the total amount of $2,000,000 per occurrence,
<br />with $2,000,000 in the aggregate. Such insurance shall (a) name CITY, its officers,
<br />employees, agents, and representatives as additional insured(s); (b) be primary
<br />and not contributory with respect to insurance or self-insurance programs
<br />maintained by CITY; and (c) contain standard separation of insureds provisions.
<br />b. Business automobile liability insurance, or equivalent form, with a combined single
<br />limit of not less than $1,000,000 per occurrence. Such insurance shall include
<br />coverage for owned, hired and non -owned automobiles. Due to the nature of the
<br />services under this Agreement not contemplating use of owed autos, coverage for
<br />owned autos shall not be required.
<br />c. Worker's Compensation Insurance. In accordance with the provisions of Section
<br />3700 of the Labor Code, CONSULTANT, if CONSULTANT has any employees, is
<br />required to be insured against liability for worker's compensation or to undertake
<br />self-insurance. Prior to commencing the performance of the work under this
<br />Agreement, CONSULTANT agrees to obtain and maintain any employer's liability
<br />insurance with limits not less than $1,000,000 per accident.
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