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DocuSign Envelope ID: 11985370--14E9-4050-AADI-89OIA5D8DD16 <br />ARTICLE 11 <br />PROFESSIONAL FIRM'S ACCOUNTING RECORDS <br />Records of Professional Firm coasts, reimbursable expenses pertaining to the Project and payments shall be <br />available to Owner or its authorized representative during business hours and shall be retained for three (3) years after final <br />Payment or abandonment of the Project, unless Owner otherwise instructs Professional Firm in writing. Professional <br />Fine's :records shall be kept on the bads of generally accepted accounting principles. <br />ARTICLE 12 <br />INSURANCE <br />For services performed on Owner's premises, Professional Firm shall furnish to Owner Certificates of Insurance <br />as set forth below prior to the. commencement of any work hereunder and shall maintain such coverage during the full <br />term of the Agreement. <br />Worker's Compensation <br />Employer's Liability <br />Comprehensive General Liability <br />Comprehensive Auto Liability <br />Bodily Injury <br />Property Damage <br />Professional Liability <br />Statutory Limits <br />$1.,000,000 each occurrence <br />1,000,000 agarecate <br />$1 000,000 each occurrence <br />1,000,004 aggregate <br />$1,000,000 each person <br />$1 000,000 each occurrence <br />1,000,000 each occurrence <br />$1 p0,000 <br />Professional Firm shall include the Owner as an additional insured on the General Liability police, and the <br />Worker's Compensation policy shall include a waiver of subrogation in favor of the Owner. <br />Required insurance shall not be cancelable without thirty (130) days' prior vyTitten notice to Owner. <br />Upon request Professional Firni shall furnish complete sets of its insurance policies to Owner for review. If <br />additional insurance or chanes to this article are required, they shall be explicitly laid out in Exhibit 1. <br />ARTICLE 13 <br />INDEMNITY <br />Professional Firm shall hold Owner, The City of San Marcos, and its City Council, officers, ag-ents and <br />employees harmless and free from any lass, damage or expense to the extent that the loss, damage or expense is caused <br />by or results from an act of negli(Tence. intentional tort, intellectual property infringement, or failure to pay a <br />subcontractor or supplier committed by the indeninitor or the indemnitor's agent, consultant under contract, or another <br />entity over which the indemnitor exercises control. <br />ARTICLE 14 <br />COMVENSATION <br />The Professional Firm's compensation for Professional Fine's Services shall be as follows: <br />Service Fees: The maxienum fee for Professional Firm's Sentices shall not exceed nine hundred eleven <br />thousand one hundred eight doltars ($911,108) as approved by the Owner set forth in Exhibit 2. <br />Reimbursable E:M enses: For Reimbursable .Expenses approved by the Owner (ref Article S and Ex ibit 2), <br />Professional Firm shall be compensated for the actual expense incurred by Professional Firm. Notwithstanding the <br />foregoing, Owner's payment to Professional Firm for Reimbursable Expenses will not exceed a. maximum of amount <br />agreed upon in this .Agreement and Exhibits without the prior written approval of the Owner. <br />Rev. 01/28/19 <br />