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3.6.2.1 Additional named insureds: "The City of Santa Ana, its
<br />elective and appointive boards, officers, agents, volunteers and employees are added as
<br />additional named insureds with respect to this subject project and contract with the City."
<br />3.6.2.2 Notice: "Said policy shall not terminate nor shall it be
<br />canceled or the coverage reduced until after thirty (30) days written notice is given to the City of
<br />Santa Ana."
<br />3.6.2.3 Primary coverage: "Said policy and coverage as is afforded
<br />to the City of Santa Ana, its elective and appointive boards, officers, agents, volunteers and
<br />employees shall be primary insurance and not contributing with any other insurance maintained
<br />by the City of Santa Ana."
<br />3.6.2.4 Cross-liability/Severability of interests: "Said policy
<br />provides cross -liability coverage for Developer and City and provides for severability of
<br />interests."
<br />3.6.3 Any and all insurance policies required hereunder shall be obtained and
<br />maintained at all times from insurance companies admitted in the State of California and rated at
<br />least A: VIII in Best's Insurance Guide. Any insurance maintained hereunder may be maintained
<br />under blanket policies, covering other risks and properties.
<br />3.6.4 Developer agrees that any policy limits specified in this Section 3.6 shall
<br />be increased from time to time during the Term as reasonably requested by City in writing as
<br />follows:
<br />3.6.4.1 City may request no more than once in any five (5) year
<br />period during the Term that the coverage limits be reviewed to set forth an increase in coverage
<br />limits.
<br />3.6.4.2 Upon receipt of such a request from City, Developer shall
<br />consult with Developer's insurance agent and City shall consult with its Risk Manager, and the
<br />insurance limits shall be increased, if appropriate, to equal the then -prevailing commercially
<br />reasonable levels of insurance carried by prudent and responsible owners of similar privately -
<br />owned parking facilities in Orange County.
<br />3.7 Indemnity.
<br />3.7.1 To the fullest extent permitted by law, Developer shall fully indemnify,
<br />defend (at Developer's sole cost and expense and with legal counsel selected and approved by
<br />City, in City's sole discretion), protect and hold harmless City, its elected officials, directors,
<br />board members, officers, employees, contractors, volunteers, agents and attorneys (collectively
<br />"City Indemnitees") from and against any and all actual claims, demands, obligations, acts,
<br />causes of action, damages, costs, expenses, losses, judgments, fines, penalties and liabilities, in
<br />law or in equity ("Claims"), to person or property, of every kind or nature whatsoever claimed,
<br />made or suffered by any person or entity, relating to this Parking Agreement, the construction or
<br />condition of the Parking Structure, or operation of the Parking Structure by Developer, or its
<br />employees, agents, contractors or representatives ("Third Party Challenge"), except insofar as
<br />such Claims are the result of gross negligence or willful misconduct of any City Indemnitee.
<br />Developer further agrees that City may use its own legal staff or outside counsel in connection
<br />with defense of any Third -Party Challenge, at the City Attorney's sole discretion, and City shall
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<br />5 53 94.00049\33221248. 8 Form of Parking Agreement
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