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DocuSign Envelope ID:Al FOD76C-8E37-4295-AO8C-9A99498B56F7 <br /> Comprehensive Auto Liability $1,000,000 each person <br /> Bodily Injury $1,000,000 each occurrence <br /> Property Damage $1,000,000 each occurrence <br /> Professional Liability $1,000,000 each claim/annual and aggregate <br /> The Firm shall include the Owner as an additional insured on the General Liability policy, and the Worker's <br /> Compensation policy shall include a waiver of subrogation in favor of the Owner. <br /> Required insurance shall not be cancelable without thirty (3 0)days'prior written notice to Owner. <br /> Upon request,the Firm shall furnish complete sets of its insurance policies to Owner for review. If additional <br /> insurance or changes to this article are required,they shall be explicitly laid out in Exhibit 1. <br /> ARTICLE 13 <br /> INDEMNITY <br /> THE FIRM SHALL HOLD OWNER, THE CITY OF SAN MARCOS, AND ITS CITY COUNCIL, <br /> OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM LOSS, DAMAGE OR EXPENSE TO THE <br /> EXTENT THAT THE LOSS, DAMAGE OR EXPENSE IS CAUSED BY OR RESULTS FROM AN ACT OF <br /> NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO <br /> PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY THE INDEMNITOR OR THE INDEMNITOR'S <br /> AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE INDEMNITOR <br /> EXERCISES CONTROL. <br /> ARTICLE 14 <br /> COMPENSATION <br /> The Professional Firm's compensation for Professional Services shall be as follows: <br /> Service Fees: The maximum fee for Professional Services shall not exceed Nine Hundred Fifty Thousand <br /> Dollars ($950,000.00) as approved by the Owner set forth in Exhibit 1. <br /> Reimbursable Expenses: For Reimbursable Expenses approved by the Owner(ref. Article 8 and Exhibit 1), <br /> Professional Firm shall be compensated for the actual expense incurred by the Firm. Notwithstanding the foregoing, <br /> Owner's payment to the Firm for Reimbursable Expenses will not exceed a maximum of amount agreed upon in this <br /> Agreement and Exhibits without the prior written approval of the Owner. <br /> Additional Services: The Firm's Compensation for any approved Additional Services shall be as described <br /> in the Additional Services Proposal accepted by the Owner. <br /> ARTICLE 15 <br /> TERM OF CONTRACT <br /> Duration: The term of this On-Call Agreement will be for two (2)years from the established Effective Date. <br /> No additional work assignments through the Fund Allocation Request Form can be issued after this date;however, all <br /> assignments made prior to the expiration date and which have not been completed,can be completed. <br /> Rev 04.01.2022 Page 8 of 9 <br />