AgdaPkt 2015-05-18 Closed and Joint SA and PFA

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7.1.C. - Page 7 cause the alleged infringement at issue; and/or (b) any aspects of the services under this Agreement which have been used by City in a manner prohibited by this Agreement. The duty of Contractor to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code. 9. Assignability and Subcontracting Contractor shall not assign this Agreement or any portion of it to a third party or subcontract with a third party to provide services required by Contractor under this Agreement without the prior written consent of City. Any such assignment or subcontract without City's prior written consent shall give City the right to automatically and immediately terminate this Agreement without penalty or advance notice. 10. Payment of Permits/Licenses Contractor bears responsibility to obtain any license, permit, or approval required from any agency for work/services to be performed under this Agreement at Contractor's own expense prior to commencement of said work/services. Failure to do so will result in forfeit of any right to compensation under this Agreement. 11. Insurance a. General Requirements Contractor shall not commence work or be required to commence work under this Agreement unless and until all insurance required under this Section has been obtained and such insurance has been approved by City's Risk Manager, and Contractor shall use diligence to obtain such insurance and to obtain such approval. Contractor shall furnish City with certificates of insurance evidencing the required coverage, and there shall be a specific contractual liability endorsement extending Contractor's coverage to include the contractual liability assumed by Contractor pursuant to this Agreement. These certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to City of any pending change in the limits of liability or of any cancellation or modification of the policy. b. Workers' Compensation and Employer's Liability Insurance Contractor shall have in effect during the entire term of this Agreement workers' compensation and employer's liability insurance providing full statutory coverage. In signing this Agreement, Contractor certifies, as required by Section 1861 of the California Labor Code, that (a) it is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Labor Code, and (b) it will comply with such provisions before commencing the performance of work under this Agreement. c. Liability Insurance ATTY/AGR/2015.079/TURBO DATA AGREEMENT REV:05-01-15 MLG Page 4 of 18