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c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of
<br />the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability
<br />for worker's compensation or to undertake self - insurance. Prior to commencing the performance of
<br />the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability
<br />insurance with 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.
<br />e. The following requirements apply to the insurance to be provided by Consultant pursuant to
<br />this section:
<br />i. Contractor shall maintain all insurance required above in fall 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 cancelled 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 Contractor fails or refuses to produce or maintain the insurance required by this section
<br />or fails or refuses to furnish the City with required proof that insurance has been procured and is in
<br />force and paid for, the City shall have the right, at the City's election, to forthwith terminate this
<br />Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials
<br />expended prior to notification of termination. Contractor waives the right to receive compensation and
<br />agrees to indemnify the City for any work performed prior to approval of insurance by the City.
<br />7. INDEMNIFICATION
<br />To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless
<br />City, its officers, agents and employees (collectively, the "indemnified parties ") from and against any
<br />and all claims (including, without limitation, claims for bodily injury, death or damage to property),
<br />demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties,
<br />liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court
<br />costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims "), which may
<br />arise from or in any manner related (directly or indirectly) to any work performed or services provided
<br />under this Agreement (including, without limitation, defects in workmanship and/or materials) or
<br />Consultant's presence or activities conducted performing the work (including the negligent and/or
<br />willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors,
<br />suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for
<br />whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein
<br />shall be construed to require Consultant to indemnify the indemnified parties from any claim arising
<br />from the sole negligence or willful misconduct of the indemnified parties. This indemnity shall apply
<br />to all claims and liability regardless of whether any insurance policies are applicable. The policy limits
<br />do not act as a limitation upon the amount of indemnification to be provided by the Consultant.
<br />8. LAWS AND REGULATIONS
<br />Consultant shall keep itself fully informed of and in compliance with all local, state and
<br />federal laws, rules and regulations in any manner affecting the performance of the Project or the
<br />services and shall give all notices required by law. Consultant shall be liable for all violations of such
<br />laws and regulations in connection with services. If the Consultant performs any work knowing it to
<br />be contrary to such laws, rules and regulations and without giving written notice to the City,
<br />Consultant shall be solely responsible for all costs arising wherefrom. Consultant shall defend,
<br />indemnify and hold City, its officials, directors, officers, employees and agents free and harmless,
<br />25F -57
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