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a. Commercial General Liability Insurance. AUDITOR shall maintain commercial general
<br />liability insurance which shall include, but not be limited to protection against claims arising from bodily
<br />and personal injury, including death resulting therefrom and damage to property, resulting from any act or
<br />occurrence arising out of AUDITOR's operations in the performance of this Agreement, including,
<br />without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following:
<br />single limit coverage applying to bodily and personal injury, including death resulting therefrom, and
<br />property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such
<br />insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as
<br />additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by
<br />the CITY; and (c) contain standard separation of insureds provisions.
<br />b. Business automobile liability insurance, or equivalent form, with a combined single limit of
<br />not less than $2,000,000 combined single limit. Such insurance shall include coverage for owned, hired
<br />and non-owned automobiles.
<br />c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the
<br />Labor Code, AUDITOR, if AUDITOR 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, AUDITOR agrees to obtain and maintain any employer's liability insurance with
<br />limits not less than $1,000,000 per accident.
<br />d. Professional liability (errors and omissions) insurance, with a combined single limit of not
<br />less than $1,000,000 per claim, and $2,000,000 in the aggregate.
<br />e. The following requirements apply to the insurance to be provided by AUDITOR pursuant to
<br />this section:
<br />(i) AUDITOR shall maintain all insurance required above in full force and effect for
<br />the 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
<br />reduced in coverage or changed in any other material aspect without thirty (30)
<br />days prior written notice to the CITY.
<br />f. If AUDITOR fails or refuses to produce or maintain the insurance required by this section or
<br />fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force
<br />and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement.
<br />Such termination shall not effect AUDITOR's right to be paid for its time and materials expended prior to
<br />notification of termination. AUDITOR waives the right to receive compensation and agrees to indemnify
<br />the CITY for any work performed prior to approval of insurance by the CITY.
<br />8. INDEMNIFICATION
<br />AUDITOR agrees to and shall indemnify and hold harmless the CITY, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability: (1) for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal
<br />injury, including death, and claims for property damage, which may arise from the negligence,
<br />recklessness or willful misconduct of the AUDITOR or its contractors, subcontractors, agents, employees,
<br />or other persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial
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