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5. TERM
<br />This Agreement shall commence on July 1, 2014 and continue for a three (3) year period
<br />with two 1-year options exercisable by the City Manager and the City Attorney, unless terminated
<br />earlier in accordance with Section 13, below.
<br />Prior to undertaking performance of work under this Agreement, CMS shall maintain and
<br />shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />a. Commercial General Liability Insurance. CMS shall maintain commercial general
<br />liability insurance which shall include, but not be limited to protection against claims arising from
<br />bodily and personal injury, including death resulting therefrom and damage to property, resulting
<br />from any act or occurrence arising out of CMS' operations in the performance of this Agreement,
<br />including, without limitation, acts involving vehicles. The amounts of insurance shall be not less
<br />than the following: single limit coverage applying to bodily and personal inj ury, including death
<br />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 />7. INDEMNIFICATION
<br />CMS agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, consultants, special counsel, and representatives from liability for personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the direct
<br />or indirect operations of CMS or its contractors, subcontractors, agents, employees, or other
<br />persons acting on their behalf which relates to the services described in section 1 of this
<br />Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered,
<br />by reason of the events referred to in this Section or by reason of the terms of, or effects, arising
<br />from this Agreement.
<br />8. ASSIGNMENT
<br />CMS agrees not to assign or transfer any of its obligations under this Agreement without
<br />the prior written consent of the City, which consent shall not be unreasonably withheld.
<br />9. 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
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