ALL CITY MANAGEMENT SERVICES, INC. (#2026125)

Page 3 of 5 actual performance of services under this Agreement. Notwithstanding the foregoing, however, in the event that a court or jury determines that liability with respect to any Loss was caused or contributed to by the negligent act, error, omission or the willful misconduct of City, liability will be apportioned between Contractor and City with regard to such Loss based upon the parties' respective degrees of culpability, as determined by the court or jury, and Contractor's duty to indemnify City with respect to satisfaction of the judgment only (but not to costs of defense previously incurred by Contractor) will be limited accordingly. The City's acceptance of the insurance certificates required under this Agreement does not relieve the Contractor from its obligation under this paragraph. 12. Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect, at its own cost and expense, insurance coverages with insurers with an A.M. Best’s rating of no less than A:VII. Contractor shall have the obligation to furnish City, as additional insured, the minimum coverages identified below, or such greater or broader coverage for City, if available in the Contractor’s policies: a. General Liability and Bodily Injury Insurance. Commercial general liability insurance with limits of at least $2,000,000 combined limit for bodily injury and property damage that provides that the City, its officers, employees and agents are named as additional insureds under the policy as evidenced by an additional insured endorsement satisfactory to the City Attorney. The policy shall state in writing either on the Certificate of Insurance or attached rider that this insurance will operate as primary insurance for work performed by Contractor and its subcontractors, and that no other insurance effected by City or other named insured will be called on to cover a loss. b. Automobile Liability Insurance. Automobile liability insurance with limits not less than $2,000,000 per person/per occurrence. c. Workers’ Compensation Insurance. Workers’ Compensation Insurance for all of Contractor’s employees, in strict compliance with State laws, including a waiver of subrogation and Employer’s Liability Insurance with limits of at least $1,000,000. d. Certificate of Insurance. Contractor shall file a certificate of insurance with the City prior to the City’s execution of this Agreement, and prior to engaging in any operation or activity set forth in this Agreement. The Certificate of Insurance shall provide in writing that the insurance afforded by this Certificate shall not be suspended, voided, canceled, reduced in coverage or in limits without providing notice to the City in accordance with California Insurance Code section 677.2 which requires the notice of cancellation to: 1) include the effective date of the cancellation; 2) include the reasons for the cancellation; and 3) be given at least 30 days prior to the effective date of the cancellation, except that in the case of cancellation for nonpayment of premiums or for fraud, the notice shall be given no less than 10 days prior to the effective date of the cancellation. Notice shall be sent by certified mail, return receipt requested. In addition, the insured shall provide thirty (30) days prior written notice to the City of any cancellation, suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement. The City reserves the right to require complete certified copies of policies. e. Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against the City, its officers, employees and agents. Docusign Envelope ID: 9F0AF483-8BBA-495D-A7AD-57112240C89B