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<br />all claims, damages, losses and expenses including attorney fees arising out of the <br />performance of the Services, caused in whole or in part by the willful misconduct or any <br />negligent act or omission of the Consultant, any subcontractor, anyone directly or indirectly <br />employed by any of them or anyone for whose acts any of them may be liable, except where <br />caused by the active negligence, sole negligence, or willful misconduct of Agency or City. <br /> <br />The Parties expressly agree that any reasonable payment, attorney's fee, costs or <br />expense Agency or City incurs or makes to or on behalf of an injured employee under the <br />Agency/City's self-administered workers' compensation is included as a loss, expense or <br />cost for the purposes of this section, and that this section will survive the expiration or early <br />termination of the Agreement. <br /> <br />8. Insurance. Consultant will obtain and maintain policies of commercial general liability <br />insurance, automobile liability insurance, a combined policy of workers' compensation, <br />employers liability insurance, and professional liability insurance from an insurance company <br />authorized to transact the business of insurance in the State of California which has a <br />current rating in the Best's Key Rating guide of at least A-V in an amount of not less than <br />five hundred thousand dollars ($500,000) each, except for Workers Compensation and <br />unless otherwise authorized and approved by the Risk Manager or the Executive Director in <br />consultation with the General Counsel. Workers Compensation limits, if applicable, will be <br />set at those limits required by the California Labor Code. Consultant will obtain occurrence <br />coverage, excluding Professional Liability, which will be written as claims-made coverage. <br /> <br />The insurance will be in force during the life of this Agreement and will not be <br />canceled without thirty (30) days prior written notice to the Agency by certified mail. Agency <br />and City, their officers, agents, volunteers and employees will be named as additional <br />insureds on General and Automobile liability. Consultant's insurance coverage will be <br />primary insurance with respect to Agency and City, their officers, agents, volunteers and <br />employees. Any insurance or self-insurance maintained by the Agency and/or City will be in <br />excess of Consultant's insurance and not contributory with it. Consultant will furnish <br />certificates of insurance and endorsements to Agency prior to Agency's execution of this <br />Agreement. <br /> <br />9. Conflict of Interest. Agency will evaluate Consultant's duties pursuant to this <br />Agreement to determine whether disclosure under the Political Reform Act and City's Conflict <br />of Interest Code is required of Consultant or any of Consultant's employees, agents or <br />subcontractors. Should it be determined that disclosure is required, Consultant or <br />Consultant's employees, agents, or subcontractors will complete and file with the Agency <br />Secretary those schedules specified by Agency and contained in the Statement of Economic <br />Interests Form 700. <br /> <br />10. Compliance With Laws. Consultant will comply with all applicable local, state and <br />federal laws and regulations prohibiting discrimination and harassment and will obtain and <br />maintain a City of Redwood City Business License for the term of this Agreement. <br /> <br />11. Termination. Agency or Consultant may terminate this Agreement at any time after a <br />discussion, and written notice to the other party. Agency will pay Consultant's costs for <br />Services completed up to the time of termination, if the Services have been completed in <br />accordance with the Agreement. <br /> <br />A TTY/AGR/2008.022 <br />033108 <br /> <br />3 <br />