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7 <br />3. The City will be invoiced on the first of each month for that month's installment. Checks <br />will be made payable to REACH Employee Assistance, Inc. and mailed to 650 N. Rose <br />Drive, #350, Placentia, CA 92870 - Attn.: Accounts Receivable. <br /> <br />4. The City will make payment within 30 days from the date of the receipt of the invoice from <br />REACH Employee Assistance, Inc. <br /> <br />5. REACH Employee Assistance, Inc. agrees to indemnify, defend, and hold harmless the <br />City, its officers, employees, agents and representatives, from any and all claims, demands, <br />purported liability, or consequential damages of any kind or nature arising out of or in <br />connection with REACH's acts or omissions in carrying out the terms of this Agreement or <br />exercising the rights herein granted; excepting those claims, demands, purported liability, or <br />consequential damages which arise out of the sole negligence of City. <br /> <br />6. REACH agrees to maintain during the course of this Agreement the following insurance <br />coverage: <br /> <br />a. Comprehensive general liability insurance coverage, including personal injury and <br />contractual liability coverage, in an amount equal to One Million Dollars <br />($1,000,000.00) per occurrence, combined single limit; <br /> <br />b. Worker's Compensation insurance as required by State of California statutes; <br /> <br />c. Professional liability insurance with a One Million Dollar ($1,000,000.00) limit, per <br />occurrence. REACH agrees to keep such policy in force and effect for at least five <br />(5) years from the date of completion of this Agreement. <br /> <br />Also, the City of Santa Ana, its officers, agents and employees will be named as additional <br />insured on the above referred comprehensive general liability coverage and REACH will provide an <br />endorsement to that effect. Such insurance shall (a) name the City, its officers, employees, agents, <br />volunteers and representatives as additional insured(s); (b) be primary and not contributory with <br />respect to insurance or self-insurance programs maintained by the City; and (c) contain standard <br />separation of insured’s provisions. Such insurance will be evidenced by certificate and issued by <br />companies licensed to do business in California and acceptable to the City. Before REACH <br />performs any work, it will furnish certificates of insurance and endorsements, as required by City, <br />evidencing the aforementioned general liability, and professional liability insurance coverages on <br />forms acceptable to the City which shall provide that the insurance in force not be canceled or <br />modified without 30 days prior written notice to the City. <br /> <br />In the absence of satisfactory insurance coverage, City may, at its option: (a) procure <br />insurance with collection rights for premiums, attorney’s fees and costs against REACH by way <br />of set-off or recoupment from the sums due REACH, at City’s option; (b) immediately terminate <br />this Agreement; or (c) self insure the risk, with all damages and costs incurred, by judgment,