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and for providing the Subscription Service to Customer; provided that, Accela will use commercially reasonable
<br />efforts to adhere to any usage guidelines furnished by Customer with respect to Customer's Marks.
<br />12.9. Force Maieure. Accela will not be liable for any delay or failure to perform under this Agreement to the
<br />extent such delay or failure results from circumstances or causes beyond the reasonable control of Accela.
<br />12.10. Entire Agreement. This Agreement, including any attachments hereto as mutually agreed upon by the
<br />Parties, constitute the entire agreement between the Parties concerning its subject matter and supersedes all
<br />prior communications, agreements, proposals or representations, written or oral, concerning its subject
<br />matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in
<br />writing and signed by a duly authorized representative of each party against whom the modification,
<br />amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no additional
<br />or conflicting terms or conditions stated in Customer's order documentation will be incorporated into or form
<br />any part of this Agreement, and all such terms or conditions will be null.
<br />12.11 Insurance. Accela shall obtain and maintain for the duration of this Agreement insurance against claims
<br />for injuries to persons or damage to property which may arise out of or in connection with performance of the
<br />Services by Accela or Accela's agents, representatives, employees or subcontractors. The insurance carrier is
<br />required to maintain an A.M. Best rating of not less than "A -:VII".
<br />12.11.1 Coverages and Limits. Accela, at its sole expense, shall maintain the types of coverages and minimum
<br />limits indicated below, unless otherwise approved by Customer in writing.
<br />i Commercial General Liability Insurance. Accela shall maintain occurrence -based coverage with limits
<br />not less than $2,000,000 per occurrence. If the submitted policies contain aggregate limits, such limits will
<br />apply separately to the Services, project, or location that is the subject of this Agreement or the aggregate
<br />will be twice the required per occurrence limit. The Commercial General Liability insurance policy shall be
<br />endorsed to name the Customer, its officers, agents, employees, and volunteers as additional insureds,
<br />and to state that the insurance ill be, primary and not contribute with any insurance or self-insurance
<br />�,,�,,, maintained hv_th���Q�,,,,,,,.�.� ►. �
<br />ii Business Automobile Liability Insurance. Accela shall maintain coverage with limits not less than
<br />$1,000,000 per each accident for owned, hired and non -owned automobiles.
<br />iii Workers' Compensation and Employer's Liability Insurance. Accela shall maintain coverage as required
<br />by the California Labor Code and Employer's Liability limits with limits not less than $1,000,000 per each
<br />accident for bodily injury or disease. The Worker's Compensation policy shall contain an endorsement
<br />stating that the insurer waives any right to subrogation against the Customer, its officers, agents,
<br />employees, and volunteers. The Workers' Compensation and Employer's Liability Insurance will not be
<br />required if Accela has no employees and provides, to the Customer's satisfaction, a declaration stating this
<br />in a form acceptable to the Customer.
<br />iv Reserved.
<br />v Professional Liability and Cyber Liability Insurance. Accela must carry Errors and Omissions Insurance
<br />that covers Cyber Liability Insurance with limits not less than $1,000,000 per claim. Coverage shall be
<br />sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this Agreement.
<br />REV: 02-10-20 PR
<br />ATTY/AGR.2020.022/Accela, inc. (Page 11 of 18)
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