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endorsement. Prior to the effective date of this Agreement, Conterra shall furnish City <br />with certificates of insurance in a form acceptable to City evidencing the Required <br />Insurance coverage and duly executed endorsements evidencing such additional <br />insured status. <br />(iii) Cancellation Provisions. All of the Required Insurance shall provide (by <br />way of endorsement or otherwise) that no cancellation, expiration, reduction or <br />modification in such Required Insurance can occur or be implemented without first <br />notifying City with at least thirty (30) days prior written notice. <br />(iv) Primary Insurance Endorsement. All Required Insurance shall contain <br />an endorsement providing that such insurance is primary and that any insurance <br />maintained by City is noncontributory with the Required Insurance. All Required <br />Insurance shall also contain language to the effect that any loss shall be payable <br />notwithstanding any act or negligence of City that might otherwise result in the <br />forfeiture of the Required Insurance. <br />(v) Waiver of Subrogation. All Required Insurance shall also contain an <br />endorsement providing for a waiver of subrogation against City by Conterra. <br />(vi) Worker's Compensation. This policy or policies shall cover the entire <br />liability of Conterra to employees as determined by California law. The policy shall <br />contain a waiver of subrogation against City. <br />(vii) Comprehensive General Liability. General Liability Insurance must be <br />Two Million Dollars ($2,000,000.00) combined single limit per event and annual <br />aggregate for bodily injury and property damage liability arising out of all activities <br />performed under this Agreement. <br />e. Assignees. Conterra is prohibited from assigning its interest in this Agreement to <br />another entity without the express written consent of City. <br />f. Term. The term of this Agreement shall commence on the date first signed by both <br />parties, and shall continue as long as Conterra or its authorized assignees or successors in <br />interest remain the District's provider, or this Agreement is terminated. Either Party may <br />terminate this Agreement with or without cause upon 60 days' written notice. Upon <br />termination, Conterra shall pay the pro -rated amount of any License fees due and owing <br />to the City. <br />g. Amendment. This Agreement may not be amended except in a writing executed by <br />both Parties. <br />h. Miscellaneous. No provisions in this Agreement shall be interpreted against the <br />drafter. This Agreement may be executed in counterparts. Any disputes shall first be <br />subject to a meet and confer between the Parties' authorized representatives, then <br />mediation, and then binding arbitration subject to the rules and regulations of the <br />