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�O VCtARY EXPERTS <br />Page 4 of 6 <br />the completion of Consultant's service under this Agreement, or (2) to maintain professional <br />liability insurance coverage with the same carrier in the amount required by this Agreement for <br />at least five (5) years after completion of Consultant's services under this Agreement. <br />C. Consultant shall carry and pay for such workers' compensation insurance as is <br />required to fully protect Consultant and its employees under California Worker's Compensation <br />Insurance Law. The insurance company shall agree to waive all rights of subrogation against <br />Client for losses paid under the policy, which losses arose from the work performed by the <br />named insured. <br />D. Other applicable insurance requirements are: (1) Name the City, its officials and <br />employees as an additional insured on the commercial, general and automobile policies_ (2) The <br />insurance shall be issued by a company authorized by the Insurance Department of the State of <br />California and rated A, VII or better (if an admitted carrier) or A -, X (if offered, by a surplus line <br />broker), by the latest edition of Best's Key Rating Guide, except that Client will accept workers' <br />compensation insurance rated B -VIII or better or from the State Compensation Fund. (3) The <br />Insurance shall not be cancelled, except after thirty (30) days written prior notice to the Client; <br />and (4) The commercial general and automobile liability insurance shall each be primary as <br />respects the company of Santa Ana, and any other insurance maintained by the City of Santa Ana <br />shall be in excess of this insurance and not contribute to it. <br />E. Upon execution of this Agreement, Consultant shall provide to Client certificates <br />of insurance and insurer endorsements evidencing the required insurance. Insurer endorsements <br />(or a copy of the policy binder if applicable) shall be provided as evidence of meeting the <br />requirements of Subsections (1)(3) and (4) of Section D above and the waiver of subrogation <br />requirement in Section C above. If self - insured for worker's compensation, Consultant shall <br />submit to Client a copy of its certification of self - insurance issued by the Department of Industrial <br />Relations. <br />California Law. This Agreement shall be construed and interpreted both as to validity and to <br />performance of the parties in accordance with the laws of the State of California Legal actions <br />concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be <br />instituted in the Superior Court of the County of Orange State of Califomia or any other <br />appropriate court in such county, and Consultant covenants and agrees to submit to the personal <br />jurisdiction of such court in the event of such action. <br />Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot <br />be amended or modified except by written agreement. <br />Amendment. This Agreement may be amended at any time by the mutual consent of the parties <br />by an instrument in writing. <br />Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or <br />sections contained in this Agreement shall be declared invalid or unenforceable by valid <br />4 � P u g c <br />