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shall in good faith attempt to resolve the Dispute. If the parties are unable to resolve the Dispute during this <br />period, the parties shall proceed to binding arbitration. The arbitrator shall be neutral and mutually acceptable. <br />The arbitrator shall determine all rights and obligations under this Agreement and the award of the arbitrator <br />shall be final, binding, and enforceable. Any award issued pursuant to this provision may be enforced in a court <br />of competent jurisdiction, and each party hereby consents to that jurisdiction. All venues for arbitration shall be <br />in the locality in which the project is located. <br />24. CHANGE ORDER (Mid -Performance Amendments). Climatec LLC and the Purchaser recognize that: <br />a. Purchaser may desire a mid -job change in the specifications or scope that would add time and cost to <br />the specified work. <br />E. Other provisions of the Agreement may be difficult to carry out because of unforeseen events, such as <br />material shortage or labor strikes. If these or other events beyond the control of the parties reasonably <br />require adjustments to this agreement, the parties shall make a good faith attempt to agree on all <br />necessary particulars. Such agreements shall be put in writing, signed by the parties and added to this <br />agreement. Failure to reach agreement shall be deemed a dispute to be resolved as agreed in section 14 <br />of this agreement. <br />25. INSURANCE. Climatec LLC will maintain comprehensive liability and other insurance in amounts not less <br />than those set forth below. Such insurance shall protect Climatec LLC and the Purchaser against any claims, <br />losses, liabilities and expenses arising from the Work, whether performed by Climatec LLC or any subcontractor <br />of Climatec LLC. The coverage shall include: <br />a. Workmen's Compensation and Employers Liability Insurance - $1,000,000 each accident; $1,000,000 <br />each employee/ disease; and $1,000,000 policy limit. <br />b. Comprehensive or Commercial General Liability - Bodily injury liability of $2,000,000 per occurrence <br />and general aggregate liability of $4,000,000 per occurrence. Comprehensive Automobile Insurance — <br />Combined single limit of $1,000,000 per occurrence. <br />C. Professional Liability Insurance in the amount of $1,000,000 covering errors and omissions. <br />d. A Certificate of Insurance in the amounts specified will be provided and will include an Additional <br />Insured Endorsement, awaiver of subrogation endorsement, and a primary insurance endorsement. <br />e. Remedies. In addition to any other remedies City may have if Climatec LLC fails to provide or <br />maintain any insurance policies or policy endorsements to the extent and within the time herein <br />required, City may, at its sole option exercise any of the following remedies, which are alternatives to <br />other remedies City may have and are not the exclusive remedy for Climatec LLC's breach: <br />• Obtain such insurance and deduct and retain the amount of the premiums for such <br />insurance from any sums due under the Agreement; <br />• Order Climatec LLC to stop workunder this Agreement or withhold any payment that <br />becomes due to Climatec LLC hereunder, or both stop work and withhold any <br />payment, until Climatec LLC demonstrates compliance with the requirements hereof; <br />and/or <br />• Terminate this Agreement <br />If the Purchaser requires that Climatec LLC maintain any special insirmce coverage, policy, amendment, or rider, <br />the Purchaser shall pay the additional cost. <br />26. INDEMNITY. Climatec LLC shall indemnify, defend with counsel acceptable to City, and hold harmless City <br />and its officers, elected officials, employees, agents and volunteers from and against any and all liability, loss, <br />damage, claims, expenses, and costs (including without limitation, reasonable attorney's fees and costs and fees <br />of litigation) (collectively, "Liabilinf� of every nature (except 3111 party consequential claims) arising out of or in <br />connection with Climatec LLC's performance of the services called for or its failure to comply with any of its <br />obligations contained in this Agreement, except such Liability caused by the negligence or misconduct of City. <br />* CLIMATIEC. City of San Leandro <br />Installation Agreement <br />Page 7 of 10 <br />