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