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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
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