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a. Commercial General Liability Insurance. A-VIDD shall maintain commercial general <br />liability insurance naming the City, its officers, employees, agents, volunteers and <br />representatives as additional insureds) and shall include, but not be limited to protection <br />against claims arising from bodily and personal injury, including death resulting therefrom and <br />damage to property, resulting from any act or occurrence arising out of A-VIDD's operations in <br />the performance of this Agreement, including, without limitation, acts involving vehicles. The <br />amounts of insurance shall be not less than the following: single limit coverage applying to <br />bodily and personal injury, including death resulting therefrom, and property damage, in the total <br />amount of $1,000,000 per occurrence. <br />b. Worker's Compensation Insurance. In accordance with the provisions of Section <br />3300 of the Labor Code, if A-VIDD has any employees, A-VIDD required to be insured against <br />liability for worker's compensation or to undertake self-insurance. Prior to commencing the <br />performance of the work under this Agreement, A-VIDD agrees to obtain and maintain any <br />employer's liability insurance with limits not less than $1,000,000 per accident. <br />c. The following requirements apply to the insurance to be provided by A-VIDD <br />pursuant to this section: <br />(i) A-VIDD shall maintain all insurance required above in full force and effect <br />for the entire period covered by this Agreement. <br />(ii) Certificates of insurance shall be furnished to the City upon execution of <br />this Agreement and shall be approved in form by the City Attorney. <br />(iii) Certificates and policies shall state that the policies shall not be canceled <br />or reduced in coverage or changed in any other material aspect without <br />thirty (30) days prior written notice to the City. <br />5. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />A-VIDD, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any attachments hereto, the <br />terms of this Agreement shall prevail. This Agreement may not be modified except by written <br />instrument signed by the City and by an authorized representative of A-VIDD. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally <br />or otherwise, have been made by any party, or anyone acting on behalf of any party, which are <br />not embodied herein. <br />6. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of A-VIDD, <br />A-VIDD may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the City and any such assignment, transfer, delegation or subcontract without <br />the City's prior written consent shall be considered null and void. Nothing in this Agreement <br />shall be construed to limit the City's ability to have any of the services which are the subject to <br />this Agreement performed by City personnel or by other consultants retained by City. <br />7. TERMINATION <br />This Agreement may be terminated by City upon thirty (30) days written notice of <br />termination. In such event, A-VIDD shall be entitled to receive and the City shall pay A-VIDD <br />compensation for all services performed by A-VIDD prior to receipt of such notice of termination. <br />