Agmt18 Gridsmart Technologies, Inc.

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preceding sentence is available to Consultant using commercially reasonable efforts, then Consultant may terminate this Agreement and refund to City a pro rata portion of the fees paid in advance for use of the Services for the terminated portion of the Term. Consultant shall have no liability under this subsection with respect to any use or other exploitation of the Services not in compliance with this Agreement or applicable law. This paragraph states Consultant's sole liability to, and City's exclusive remedy, under this Agreement with respect to infringement or other violation of third party intellectual property rights. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section - The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. 11. Insurance. Consultant shall obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the Services by Consultant or Consultant's agents, representatives, employees or subcontractors. The insurance carrier is required to maintain an A.M. Best rating of not less than "A -:VII". 11.1 Coveraoes and Limits. Consultant, at its sole expense, shall maintain the types of coverages and minimum limits indicated below, unless otherwise approved by City in writing. These minimum amounts of coverage will not constitute any limitations or cap on Consultant's indemnification obligations under this Agreement. 11.1.1 Commercial General Liabilitv Insurance. Consultant shall maintain occurrence based coverage with limits not less than $2,000,000 per occurrence. If the submitted policies contain aggregate limits, such limits will apply separately to the Services, project, or location that is the subject of this Agreement or the aggregate will be twice the required per occurrence limit. The Commercial General Liability insurance policy shall be endorsed to name the City, its officers, agents, employees and volunteers as additional insureds, and to state that the insurance will be primary and not contribute with any insurance or self-insurance maintained by the City 11.1.2 Business Automobile Liabilitv Insurance. Consultant shall maintain coverage with limits not less than $1,000,000 per each accident for owned, hired and non -owned automobiles. REV: 06-29-18 PR Page 4 of 11 ATrY/AGR.2018.147/Gridsmart Technologies Inc.