AUDIO-VIDEO INTEGRATED DIGITAL DESIGN (A-VIDD)-2006

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