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City of San Leandro
<br />Installation Agreement
<br />Page 7 of 10
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<br />$10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request
<br />of Purchaser or as part of any audit of the Purchaser, for a period of 3 years after final payment under the
<br />Agreement.
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<br />24. DISPUTES. Written notice of any Dispute must be provided to the other party, describing specific details of
<br />the dispute relating to changes in Work or claim for additional compensation, within seven (7) days of the
<br />occurrence of the condition. This notice must be provided via certified mail. For a reasonable period commencing
<br />on the day written notice of Dispute was provided, but not to exceed thirty (30) days, the parties shall in good
<br />faith attempt to resolve the Dispute. If the parties are unable to resolve the Dispute during this period, the parties
<br />shall proceed to binding arbitration. The arbitrator shall be neutral and mutually acceptable. The arbitrator shall
<br />determine all rights and obligations under this Agreement and the award of the arbitrator shall be final, binding,
<br />and enforceable. Any award issued pursuant to this provision may be enforced in a court of competent
<br />jurisdiction subject to Section 15, and each party hereby consents to that jurisdiction. All venues for arbitration
<br />shall be in Alameda County.
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<br />25. 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 />b. 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 24
<br />of this Agreement.
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<br />26. 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 employees,
<br />agents and subcontractor 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 $1,000,000 per occurrence
<br />and general aggregate liability of $2,000,000 per occurrence.
<br />c. Comprehensive Automobile Insurance – Combined single limit of $1,000,000 per occurrence.
<br />d. Professional Liability Insurance in the amount of $1,000,000 covering errors and omissions.
<br />e. Builders Risk in the amount of $250,000.
<br />f. Umbrella coverage of $8,000,000 to provide additional coverage to meet Purchaser’s requirements
<br />above the limits noted in a, b, c.
<br />g. A Certificate of Insurance in the amounts specified will be provided and will include an Additional
<br />Insured Endorsement, a waiver of subrogation endorsement, and a primary insurance endorsement.
<br />26.1 Additional Requirements. Each of the following shall be included in the insurance coverage or added
<br />as a certified endorsement to the policy:
<br />a. Purchaser, its officers, officials, employees, and volunteers are to be covered as additional insureds as
<br />respect to liability arising out of work or operations performed by Climatec LLC under this Agreement.
<br />b. For any claims related to this Agreement or the work hereunder, Climatec LLC’s insurance coverage
<br />shall be primary insurance as respects Purchaser, its officers, officials, employees, and volunteers. Any
<br />insurance or self-insurance maintained by Purchaser shall be excess of the Consultant’s insurance and shall
<br />not contribute with it.
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<br />26.2 Remedies. In addition to any other remedies Purchaser 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 required,
<br />Purchaser may, at its sole option exercise any of the following remedies, which are alternatives to other
<br />remedies Purchaser may have and are not the exclusive remedy for Climatec LLC’s breach:
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<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 />DocuSign Envelope ID: 64BB0189-33AC-48E9-B1D7-D912FB4998D8
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