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telephone or e-mail as soon as reasonably possible, and the City will make every effort to provide either office space or a conference room of sufficient size for the family service counselor to comfortably seat the persons and family members with whom the family service counselor is meeting. Although City staff will attempt to accommodate the persons and family members should they desire to meet on a date or at a time when City Hall is not open to the public,this arrangement may not be possible. The office space and/or conference room provided is for CFCS's family service counselor to meet with persons and families who need to make burial and service arrangements at the cemetery. Such office space and/or conference room shall not be used by CFCS for any other business purpose. 4. Compensation. The total compensation under this Agreement is set forth in Exhibit A. 5. Term. CFCS shall perform sales and provide the Services for a period of five years from the date first set forth above. Prior to the end of the 5-year term, the parties shall meet and discuss extending the agreement for additional years. 6. Indemnification. CFCS shall indemnify, save and hold harmless from and defend the City, its officers, agents and employees, against any and all claims,costs,demands,causes of action, suits, losses,expense or liability arising from intentional misconduct of CFCS, its agents, subcontractors, officials or employees,as determined by a court of proper jurisdiction, in connection with the Services provided by CFCS in accordance with this Agreement. 7. Insurance. During the term of this Agreement, CFCS shall maintain at its own cost and expense the following insurance coverage with insurers with an A.M. Best's rating of no less than A with Financial Size Category VII: a. General Liability and Bodily Injury Insurance. Commercial general liability insurance with limits of at least$1,000,000 combined limit for bodily injury and property damage that provides that the City, its officers, employees and agents are named additional insureds under the policy. The policy shall state in writing either on the Certificate of Insurance or attached rider that this insurance will operate as primary insurance for work performed by CFCS and its subcontractors,and that no other insurance effected by City or other named insured will be called on to cover a loss. b. Automobile Liability Insurance. Automobile liability insurance with limits not less than$1,000,000 per person/per occurrence, which shall also include coverage for the backhoe and lowering device. c. Workers'Compensation Insurance. Workers' Compensation Insurance for all of Consultant's employees, in strict compliance with State laws, including a waiver of subrogation and Employer's Liability Insurance with limits of at least$1,000,000. d. Certificate of Insurance. CFCS shall file a certificate of insurance and endorsements with the City that shall provide in writing that the insurance afforded by this certificate shall not be suspended, voided,canceled,reduced in coverage or in limits without providing thirty(30)days prior written notice by certified mail, return receipt requested,has been given to the City. In addition, the CFCS shall provide thirty(30)days prior written notice to the City of any suspension,cancellation, Page 2 of 4