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and/or indemnification agreement. 3. Umbrella - $1,000,000 per occurrence. Otherwise, $2,000,000 per occurrence, if the contract exceeds 180 days or $300,000. 4. Professional Liability. SERVICE PROVIDER shall maintain in force, during the duration of this AGREEMENT and acceptance by CITY of the work performed by SERVICE PROVIDER, professional liability insurance providing coverage for all claims arising out of SERVICE PROVIDER's performance of the professional services under this AGREEMENT. $2,000,000 per occurrence 5. Certificates of Insurance - Certificates of all insurance required from the contractor shall be filed with the City and shall be subject to its approval for adequacy and protection. Certificates from the insurance carrier, stating the types of coverage provided, limits of liability and expiration dates, shall be filed•with the City before operations are commenced. The City of Vero Beach shall be identified as an additional insured for general liability coverage's required above. A copy of the additional insured endorsement must be attached and contain language no less restrictive than ISO Form CG20100704 or ISO Form CG20330704. The required certificates of insurance shall not only name the types of policies provided, but shall also refer specifically to this contract and section and the above paragraphs in accordance with which such insurance is being furnished, and shall state that such insurance is as required by such paragraphs of this contract. If the initial insurance expires prior to the completion of the work, renewal certificates shall be furnished seven (7) days prior to the date of expiration. 6. Notice of Cancellation and/or Restriction - Each policy must be endorsed to provide the City with a minimum of seven (7) days notice of cancellation and/or restriction, ten days (10) days notification for non-payment. C. INDEMNIFICATION. PROFESSIONAL will indemnify and hold harmless CITY, its departments, elected officials, officers, employees and agents, from any and all liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees and costs through trial and appeal, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of PROFESSIONAL and other persons employed or utilized by PROFESSIONAL in the performance of this MASTER AGREEMENT and any WORK ORDER hereunder or arising out of the violation of any law or regulation by PROFESSIONAL or persons employed or utilized by PROFESSIONAL. SECTION VIII - ACCESS TO RECORDS/AUDIT RIGHTS PROFESSIONAL shall maintain books, records, documents, time and costs accounts and other evidence directly related to its performance of services under this MASTER AGREEMENT and WORK ORDERS hereunder. All such time records and cost data shall be maintained in accordance with generally -accepted accounting principles. PROFESSIONAL shall also maintain the financial information and data necessary to determine overhead rates in accordance with the requirements of federal and state regulatory agencies and this MASTER AGREEMENT. CITY's representatives shall have access upon request to such books, records, documents, time and costs accounts and other evidence for inspection, auditing and copying. Any such inspection, auditing and copying shall be at CITY's expense. PROFESSIONAL shall maintain and allow access to the records required under this section for a period of three (3) years after completion of the services provided under this MASTER AGREEMENT and date of final payment for such services, or date of termination of this MASTER AGREEMENT as provided herein. G:\Pending Agreements\Vero Beach\Prof Services MasterAgmt PRMG 140.14 -JO 11 3 14.doc Page 11 of 16 257