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109738\153265\46611157.8 <br />$33,896, per fiscal year as described in Exhibit A and a <br />15% contingency of $25,421 has been included for any <br />unforeseen circumstances and related extra work as <br />determined necessary by the City. Payment of such <br />contingency funds is not guaranteed to Selectron <br />unless the City requests such extra services. <br />12.18 Indemnification. Selectron shall <br />defend, indemnify, and hold harmless, the City and its <br />officers, agents and employees from and against all <br />claims, losses, damage, injury, and liability for damages <br />incurred as a result of third party claims arising from, <br />or alleged to have arisen from, the gross negligence or <br />intentional misconduct of Selectron in the <br />performance of its services under this Agreement, <br />regardless of whether the City has reviewed or <br />approved the work or services which has given rise to <br />the claim, loss, damage, injury or liability for <br />damages. This indemnification shall extend for claims <br />asserted within six (6) months after the expiration or <br />termination of this Agreement as well as during the <br />period of actual performance of services under this <br />Agreement. The City’s acceptance of the insurance <br />certificates required under this Agreement does not <br />relieve the Selectron from its obligation under this <br />paragraph. <br />12.19 City of Pleasanton Insurance <br />Requirements. During the Term, Selectron shall <br />maintain in full force and effect, at its own cost and <br />expense, the insurance coverages required in this <br />Section 12.19 with insurers with an A.M. Best’s rating <br />of no less than A:VII. Selectron shall have the <br />obligation to furnish Licensee, as an additional insured, <br />the minimum coverages identified below: <br />12.19.1 General Liability and Bodily Injury <br />Insurance. Commercial general liability insurance with <br />limits of at least $2,000,000 combined limit for bodily <br />injury and property damage that provides that the <br />Licensee, its officers, employees and agents are named <br />as additional insureds under the policy as evidenced by <br />an additional insured endorsement. The policy shall <br />state in writing either on the Certificate of Insurance or <br />attached rider that this insurance will operate as <br />primary insurance for work performed by Selectron <br />and its subcontractors, and that no other insurance <br />effected by Licensee or other named insured will be <br />called on to cover a loss up to the policy limits. <br />12.19.2 Automobile Liability Insurance. <br />Automobile liability insurance with limits not less than <br />$1,000,000 per person/per occurrence. <br />12.19.3 Workers’ Compensation Insurance. <br />Workers’ Compensation Insurance for all of Selectron’s <br />employees, in strict compliance with state laws, <br />including a waiver of subrogation and Employer’s Liability <br />Insurance with limits of at least $1,000,000. <br />12.19.4 Professional Liability Insurance. <br />Professional liability insurance with limits of at least <br />$2,000,000. <br />12.19.5 Cyber Security Cyber Security Insurance <br />limits of at least 2,000,000. <br />12.19.6 Certificate of Insurance. Selectron shall <br />provide Licensee with certificates of insurance prior to <br />Licensee’s execution of this Agreement, and prior to <br />engaging in any operation or activity set forth in this <br />Agreement. The certificates of insurance shall provide in <br />writing that the insurance afforded by the certificate shall <br />not be suspended, voided, canceled, reduced in coverage <br />or in limits without providing notice to Licensee in <br />accordance with California Insurance Code section 677.2 <br />which requires the notice of cancellation to: 1) include <br />the effective date of the cancellation; 2) include the <br />reasons for the cancellation; and 3) be given at least 30 <br />days prior to the effective date of the cancellation, except <br />that in the case of cancellation for nonpayment of <br />premiums or for fraud, the notice shall be given no less <br />than 10 days prior to the effective date of the <br />cancellation. Notice shall be sent by certified mail, return <br />receipt requested. Licensee reserves the right to require <br />complete certified copies of policies. <br />12.19.7 Subcontractors. Selectron shall include <br />all subcontractors as insured under its policies or shall <br />furnish separate certificates and endorsements for each <br />subcontractor. All coverages for subcontractors shall be <br />subject to all of the requirements stated in this <br />Agreement, including but not limited naming additional <br />insureds. <br /> <br /> <br /> <br />Docusign Envelope ID: 387D777D-8080-8C8A-81D9-2D8903B7172D