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salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to
<br />employees and shall be responsible for all applicable withholding taxes.
<br />7. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall
<br />require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Due to the nature of services provided, commercial general liability insurance is not required.
<br />b. Business automobile liability insurance, or equivalent form, with a combined single limit of not
<br />less than $1,000,000 combined single limit. Such insurance shall include coverage for owned, hired and non-
<br />owned automobiles.
<br />c. Worker's Compensation Insurance. In accordance with the provisions of Section .3300 of the
<br />Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for
<br />worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work
<br />under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits
<br />not less than $1,000,000 per accident.
<br />d. Professional liability (errors and omissions) insurance, with a combined single limit of not less
<br />than $1,000,000 per claim, and in the aggregate.
<br />e. The following requirements apply to the insurance to be provided by Consultant pursuant to this
<br />section:
<br />(i) Consultant shall maintain all insurance required above in full force and effect for the
<br />entire period covered by this Agreement.
<br />(ii) Certificates of insurance shall be furnished to the City upon execution of this
<br />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 or reduced
<br />in coverage or changed in any other material aspect without thirty (30) days prior
<br />written notice to the City.
<br />f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails
<br />or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for,
<br />the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination
<br />shall not effect Consultant's right to be paid for its time and materials expended prior to notification of
<br />termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any
<br />work performed prior to approval of insurance by the City.
<br />8. INDEMNIFICATION
<br />Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees,
<br />consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death,
<br />and claims for property damage, which may arise from the negligence, recklessness or willful misconduct of
<br />the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the negligence,
<br />recklessness or willful misconduct of Consultant arising from this Agreement. The Consultant further agrees
<br />SoftMaster10/10/11 25B-5
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