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9. ADDITIONAL PARTNERS AND EMPLOYEES The addition of new partner(s) or the departure of existing partner(s) shall not effect a termination of this Agreement. Counsel reserves the right to add, substitute or delete partners, associates and employees in carrying out its services under this Agreement. City shall be promptly notified in writing of any such change. 10. INSURANCE With respect to performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to maintain insurance as described below: (a) Commercial general liability insurance or equivalent form, with a combined single limit of not less than One Million Dollars ($1,000,000.00) per occurrence. If such insurance contains a general aggregate limit, such limit shall apply separately to each project Contractor performs for the City. Such insurance shall: Name the City and its officers, agents, employees and volunteers as additional insured(s). ii. Be primary with respect to insurance or self-insurance programs maintained by the City. iii. Contain standard separation of insured provisions. (b) Consultant shall provide the City with an insurance policy evidencing that it carries Errors and Omissions insurance and that such policy shall not be cancelled, nor the coverage reduced except upon thirty (30) days written notice to the City. (c) Contractor shall: Furnish properly executed Certificate of Insurance to the Executive Director of the City prior to commencement of work under this Agreement, which certificates shall clearly evidence all coverage required above and provide that such insurance shall not be materially changed or terminated except thirty (30) days prior written notice to the City. Maintain such insurance from the time work first commences until completion of the work under this Agreement. iii. Replace such certificates for policies expiring prior to completion of work under this Agreement. 11. INDEMNIFICATION Consultant agrees to indemnify, defend and hold harmless the City, and its officers, agents, employees and volunteers, from and against any and all loss or damage, and from any and all suits, actions and claims filed or brought by any person or persons, arising out of acts or omissions of Consultant or of its approved sub -Contractor or of the officers, agents, employees of Consultant or of its sub -Contractor in the performance of this Agreement. H:ZhoreISHLLLYL4GMT55ADMIN)AGREEMENT-LGARBERCITY,doc ^