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accident or occurrence. Said policy of professional liability insurance shall be endorsed to <br />provide to CITY at least thirty (30) days written notice prior to cancellation. <br />b. Worker's Compensation Insurance. In accordance with the provisions of <br />Section 3300 of the Labor Code, CONSULTANT, if CONSULTANT has any employees, is <br />required to be insured against liability for worker's compensation or to undertake self-insurance. <br />CONSULTANT agrees to comply with such provisions before commencing the performance of <br />the work under this Agreement. <br />C. The following requirements apply to the insurance to be provided by <br />CONSULTANT pursuant to paragraph a., above: <br />1. A certificate of insurance, to be approved in form by the City Attorney, shall be <br />furnished to the City within thirty (30) days of the execution of this Agreement. <br />2. Certificates and policies shall state that the policies shall not be canceled or <br />reduced in coverage or changed in any other material aspect without thirty (30) <br />days prior written notice to the CITY. <br />d. If CONSULTANT fails or refuses to produce or maintain the insurance required <br />by this section or fails or refuses to furnish the CITY with required proof that insurance has been <br />procured and is in force and paid for, the CITY shall have the right, at the CITY' S election, to <br />forthwith terminate this Agreement. Such termination shall not affect CONSULTANT'S right to <br />be paid for its time and materials expended prior to notification of termination. <br />10. TERMINATION <br />This Agreement may be terminated by either parry at its sole discretion, upon thirty (30) <br />days written notice to the other party. Notice shall be deemed served on the date of mailing. <br />However, CONSULTANT may not terminate this Agreement if undue hardship will result to any <br />participant. <br />11. DISPUTES <br />Except as otherwise provided in this Agreement, any dispute concerning any question <br />arising under this Agreement shall be decided by CITY. In such a case CITY shall reduce its <br />decision to writing and mail or otherwise furnish a copy thereof to CONSULTANT. The <br />decision of the CITY shall be final and conclusive unless within thirty (30) calendar days from <br />the mailing or delivery of such copy, CITY receives from CONSULTANT written request to <br />appeal said decision. <br />Procedures governing the appeal shall be prescribed by CITY and/or the State of <br />California in accordance with the Act and all corresponding regulations and OMB circulars. <br />Pending final disposition of the appeal, CONSULTANT shall act in accordance with CITY'S <br />decision unless the dispute involves a change order. <br />12. BREACH- SANCTIONS <br />If, through any cause, CONSULTANT violates any of the terms and conditions of this <br />Agreement, and/or prior agreements whereby grant funds were received by CONSULTANT <br />pursuant to this Agreement, or if CONSULTANT reports inaccurately or if any Audit Report <br />makes disallowances, CONSULTANT shall promptly remedy its acts or omissions and/or repay <br />SVI-I15212v2 7