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8.1. If either the City or IPS violates any material term or condition of this Agreement or fails to <br /> fulfill in a timely and proper manner its obligations under this Agreement, then the aggrieved <br /> party will give the other party (the "responsible party") written notice of such failure or <br /> violation. The responsible party will correct the violation or failure within 30 calendar days or <br /> as otherwise mutually agreed. If the failure or violation is not corrected, this Agreement may be <br /> terminated immediately by written notice from the aggrieved party. The option to terminate <br /> will be at the sole discretion of the aggrieved party. Such termination will not preclude either <br /> party from pursuing any claims pursuant to Section 7.1 above. <br /> 8.2. The provisions of Section 8.1 notwithstanding, IPS shall not terminate for City's failure to pay <br /> any amounts owed under this Agreement if City has in good faith withheld payment because IPS <br /> failed to provide the Services or meet the Ongoing Performance Standards described in Section <br /> 5 of this Agreement, including, without limitation, those standards set forth in Exhibit D. <br /> 9. Insurance. <br /> 9.1. IPS Group, Inc. agrees to obtain and maintain during the term of this Contract and any and all <br /> amendments, insurance against claims for injuries to persons or damage to property which may <br /> arise out of or in connection with performance of the Services by Contractor or Contractor's <br /> agents, representatives, employees or subcontractors. The insurance carrier is required to <br /> maintain an A.M. Best rating of not less than "A-:IX. Certificates of Insurance: Prior to <br /> commencing work under the contract, IPS agrees to furnish Certificates of Insurance coverage <br /> and endorsements as set forth below. The premiums for such insurance shall be paid by IPS. <br /> 9.2. Commercial General Liability. <br /> 9.2.1. Minimum Limits: IPS shall obtain minimum limits of $1,000,000.00 each occurrence for <br /> bodily injury and property damage, $1,000,000.00 general aggregate, $1,000,000.00 <br /> products/completed operations aggregate, and $1,000,000.00 personal and advertising <br /> injury. The general aggregate limit shall apply on a "Per Project" basis. These minimum <br /> limits may obtained by a primary liability policy, umbrella/excess liability policy, or any <br /> combination thereof. <br /> 9.2.2. Additional Insured: The Commercial General Liability Insurance policy shall be endorsed to <br /> name the City, its officers, agents, employees and volunteers as additional insureds, and to <br /> state the insurance will be primary and not contribute with any insurance or self-insurance <br /> maintained by the City. A copy of the additional insured endorsement shall accompany IPS's <br /> certificate of insurance. <br /> 9.3. Automobile Liability, including bodily injury and property damage coverage. <br /> 9.3.1. Minimum Limits: IPS shall obtain minimum limits of $2,000,000.00 each occurrence for all <br /> owned, hired, and non-owned vehicles written on a policy form equivalent to Insurance <br /> Services Office coverage form CA 0001. These minimum limits may obtained by a primary <br /> liability policy, umbrella/excess liability policy, or any combination thereof. <br /> 9.4. Workmen's Compensation. IPS shall obtain Worker's Compensation in accordance with Federal <br /> Law and the California Labor Code. <br /> REV: 05-05-1615 <br /> Page 7 of 177 <br /> ATTY/AGR.2016.094/IPS Group <br />