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A. Workers' Compensation and Employer's Liability insurance in the amount that meets <br />statutory requirements with an insurance carrier acceptable to City, or certification to <br />City that Contractor is self -insured or exempt from the workers' compensation laws of <br />the State of California. Contractor shall execute and provide City with Exhibit "C," <br />titled "Workers' Compensation Insurance Certification," which is attached hereto and <br />incorporated herein by this reference, prior to performance of the Services. <br />B. Comprehensive General Liability insurance with carriers acceptable to City in the <br />minimum amount of Five Million Dollars ($5,000,000) per occurrence and Ten Million <br />Dollars ($10,000,000) aggregate, for public liability, property damage and personal <br />injury is required. City shall be named as an additional insured and such insurance shall <br />be primary and non-contributing to any insurance or self-insurance maintained by City. <br />C. Contractor shall secure and maintain professional liability insurance throughout the <br />term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim <br />made. <br />D. Business Auto Liability coverage, with minimum limits of Five Million Dollars <br />($5,000,000) per occurrence, combined single limit bodily injury liability and property <br />damage liability. This coverage shall include all Contractor owned vehicles used in <br />connection with Contractor's provision of the Services, hired and non -owned vehicles, <br />and employee non -ownership vehicles. City shall be named as an additional insured <br />and such insurance shall be primary and non-contributing to any insurance or self- <br />insurance maintained by City. <br />E. Contractor is expressly prohibited from assigning or subcontracting any of the Services <br />without the prior written consent of City. In the event of mutual agreement by the <br />Parties to assign or subcontract a portion of the Services, Contractor shall add such <br />assignee or subcontractor as an additional insured to the insurance policies required <br />hereby and provide City with the insurance endorsements prior to any Services being <br />performed by the assignee or subcontractor. <br />6.2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed <br />officials, employees, and agents from and against any and all claims, losses or liability, <br />including attorneys' fees, arising from injury or death to persons or damage to property <br />occasioned by any negligent act or omission by, or the willful misconduct of, Contractor, <br />or its officers, employees and agents in performing the Services. <br />ARTICLE 7 — CONFLICTS OF INTEREST <br />7.1 Contractor covenants and represents that it does not have any investment or interest in any <br />real property that may be the subject of this Agreement or any other source of income, <br />interest in real property or investment that would be affected in any manner or degree by <br />the performance of Contractor's Services. Contractor further covenants and represents that <br />in the performance of its duties hereunder, no person having any such interest shall perform <br />any Services under this Agreement. <br />3 <br />I:\cmo\Agreements\Universal Protection Service, LP dim Allied Universal (Citrus Center) Agreement FY FY22-0299.docx-ms <br />