Res 2017-062/approving an agreement with Deloitte & Touche, LLP for the provision of internal auditing services

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procure for City the continued use of such Deliverable, (y) replace such Deliverable with a non - infringing Deliverable, or (z) modify such Deliverable so it becomes non -infringing; provided that, if (y) or (z) is the option chosen by Internal Auditor, the replacement or modified Deliverable is capable of performing substantially the same function. In the event Internal Auditor cannot reasonably procure, replace or modify such Deliverable in accordance with the immediately preceding sentence, Internal Auditor may require City to cease use of such Deliverable and refund the professional fees paid to InternalAuditor with respect to the Services giving rise to such Deliverable. The foregoing provisions of this Section constitute the sole and exclusive remedy of the indemnified parties, and the sole and exclusive obligation of Internal Auditor, relating to a claim that any of Internal Auditor's Deliverables infringe any patent, copyright or other intellectual property right of a third party. This obligation by Internal Auditor will not be limited because of the specification of any particular insurance coverage in this Agreement. 8.2 The Internal Auditor will procure and maintain at Internal Auditor's expense insurance with insurance companies authorized or legally permitted to do business in the State of Texas, covering all Services under this Agreement, whether performed by Internal Auditor or Internal Auditor's agents, subcontractors or employees. Before commencing the work, the Internal Auditor will furnish to the City an industry standard ACORD certificate or certificates in form satisfactory to the City, showing that Internal Auditor has complied with this paragraph. All certificates will provide that the policy will not be materially and adversely changed or canceled until at least 30 calendar days written notice has been given to the Internal Auditor. In turn, the Internal Auditor will provide notice in accordance with same to the City in the event Internal Auditor is unable to procure replacement insurance meeting the requirements and specifications herein. Failure of the Internal Auditor to demand a certificate or other sufficient evidence of full compliance with these insurance requirements or failure of the Internal Auditor to identify a deficiency from the evidence that is provided as proof of insurance will not be construed as a waiver of the Internal Auditor's obligation to maintain the required insurance coverage specified herein. Commercial general liability insurance and motor vehicle insurance will be written with the City of San Marcos, Texas as an additional insured with respect to Internal Auditor's acts or omissions in performance of its Services under this Agreement and will be endorsed or otherwise provide a waiver of the carrier's right of subrogation against the City unless prohibited by law. The kinds and amounts of insurance required are as follows: Workers' Compensation Insurance and/or Employer's Liability: In accordance with the provisions of the Workers' Compensation Act of the State of Texas and/or $500,000.00 for bodily injury by accident/$500,000.00 for bodily injury by disease, each employee/$500,000 for bodily injury by disease, policy limit for Employer's Liability. Liability Insurance: (1) Commercial general liability insurance (standard ISO version) with a combined single limit of $1,000,000 for each occurrence and $1,000,000 in the aggregate, providing coverage for, but not limited to, bodily injury and property damage, premises/operations, products/completed operations, vicarious liability for independent consultants as applicable (2) Business Motor Vehicle liability insurance (standard ISO version) in an amount not less than $1,000,000 per accident (3) professional liability coverage to cover lawful claims arising in Deloitte & Touche, LLP Agreement for Internal Auditor Services 2017 11