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resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. <br />Such insurance shall (a) name the City, its officers, employees, agents, volunteers and <br />representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance <br />programs maintained by the City; and (c) contain standard separation of insureds provisions. <br />b. Worker's Compensation Insurance. In accordance with the provisions of Section <br />3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured <br />against liability for worker's compensation or to undertake self-insurance. Prior to commencing <br />the performance of the work under this Agreement, Consultant agrees to obtain and maintain any <br />employer's liability insurance with limits not less than $1,000,000 per accident. <br />ASSIGNMENT <br />CMS agrees not to assign or transfer any of its obligations under this agreement without the prior <br />written consent of the City, whose consent shall not be unreasonably withheld. <br />6. ADDTITIONAL SERVICES <br />CMS will deliver an install/provide the equipment and software. City will provide adequate <br />space, electrical, computer and network requirements. <br />City will be billed monthly for any overage or service charges. <br />CMS will submit invoice(s) to City for the license fee and applicable taxes, annually in advance <br />of services being provided. City will pay invoices in compliance with Paragraph 2 of said <br />Agreement. <br />It is CMS intent that all fees and charges are included except for items as they relate to taxes, <br />filing fees and other State, Federal and local charges. In the event the City places service <br />demands on CMS outside of the proposed solution, such as causing service issues by changing <br />operating systems, print drivers, network configurations, computer hardware, failures due to <br />viruses and any other such items, CMS will invoice, and the City agrees to pay CMS at the rate of <br />$150.00 per hour for calls created in this manner. <br />VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <br />agree that Orange County, California, shall be the venue for any action or proceeding that may be <br />brought or arise out of, in connection with or by reason of this Agreement. <br />// <br />// <br />// <br />// <br />// <br />