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Page 14 of 16 <br /> <br />10.1.6 CLAIMS MADE POLICIES. If any of the required policies provide coverage on a claims-made <br />basis: <br />1. The Retroactive Date must be shown and must be before the date of the contract or the <br />beginning of contract work. <br />2. Insurance must be maintained and evidence of insurance must be provided for at least <br />five(5) years after completion of the contract of work. <br />3. If coverage is canceled or non-renewed, and not replaced with another claims-made <br />policy form with a Retroactive Date prior to the contract effective date, the <br />Consultant must purchase “extended reporting” coverage for a minimum of five (5) <br />years after completion of contract work. <br /> <br />10.1.7 VERIFICATION OF COVERAGE. CFMG shall furnish the Entity with original Certificates of <br />Insurance including all required blanket endorsements (or copies of the applicable policy language <br />effecting coverage required by this clause) to Entity before work begins. However, failure to obtain the <br />required documents prior to the work beginning shall not waive the Consultant’s obligation to provide <br />them. <br /> <br />10.1.8 SUBCONTRACTORS. CFMG shall require and verify that all subcontractors maintain insurance <br />meeting all the requirements stated herein. <br /> <br />10.2 INDEMNIFICATION. CFMG agrees to indemnify and hold harmless the City, its officials, agents, <br />and employees from and against any and all claims, actions, lawsuits, damages, judgments or <br />liabilities of any kind whatsoever caused by, based upon or arising out of any act, conduct, <br />misconduct or omission of CFMG, its agents, employees, or independent contractors in connection <br />with the performance or non-performance of its duties under this Agreement. <br /> <br />The City agrees to indemnify and hold harmless CFMG, its officials, agents, and employees from <br />and against any and all claims, actions, lawsuits, damages, judgments or liabilities of any kind <br />whatsoever caused by, based upon or arising out of any act, conduct, misconduct or omission of <br />City, its agents, employees, or independent contractors, to the extent allowed by law. The City agrees <br />to promptly notify CFMG in writing of any incident, claim or lawsuit of which they become aware <br />and shall fully cooperate in the defense of such claim. The City agrees that CFMG’s indemnification <br />and defense obligations do not apply for any costs or expenses, including attorney’s fees or <br />settlements, incurred or effected prior to written notice to Contractor as set forth above. Upon written <br />notice of claim, Contractor shall take all steps necessary to promptly defend and protect the City <br />from an indemnified claim, including retention of defense counsel, and CFMG shall retain sole <br />control of the defense while the action is pending, to the extent allowed by law. <br /> <br />10.3 HIPAA. CFMG, the City, SAJ, and their employees, agents and subcontractors shall fully comply <br />with, and shall implement all necessary policies and/or procedures in order to comply with, the <br />requirements of HIPAA as it applies to the services provided under this Agreement. The City, Jail, <br />and their employees and agents shall indemnify and hold harmless Contractor from and against any <br />claims of any kind made as a result of alleged or actual violations of HIPAA by the City and its <br />employees, agents and subcontractors, unless such claims are proven to be caused by the sole <br />negligence or willful misconduct of Contractor. <br /> <br />ARTICLE XI <br />MISCELLANEOUS <br /> <br />11.0 INDEPENDENT CONTRACTOR STATUS. It is mutually understood and agreed, and it is the <br />intent of the Parties hereto that an independent contractor relationship be and is hereby established <br />DocuSign Envelope ID: 6225CE08-C2AA-4269-9AF5-9311FF666B41