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C. Payment shall be made within thirty (30) days of receipt of Contractor's invoice and approval by City.
<br />D. If the parties agree to extend the term of the Agreement by Amendment as provided in Section 1, above,
<br />the cost of each one-year extension may increase only by the change in the consumer price index for the
<br />San Francisco -Oakland -San Jose Metropolitan Area (all items index; all urban consumers) for the twelve
<br />(12) month period ending in May each year as published by the Bureau of Labor Statistics, U.S.
<br />Department of Labor.
<br />(i) For example, for a first extension of the term of the Agreement for July 1, 2023 to June 30,
<br />2024, the change in the above -referenced CPI for June 1, 2022 to May 30, 2023 shall be used to
<br />adjust Contractor's Year 3 unit price / hourly rate / cost per hour set forth in Exhibit A. And, for a
<br />second extension of the term of the Agreement for July 1, 2024 to June 30, 2025, the change in
<br />the above -referenced CPI for June 1, 2023 to May 30, 2024 shall be used to cumulatively adjust
<br />Contractor's unit price / hourly rate / cost per hour from the first extension.
<br />5. Indemnification. Contractor shall hold harmless, defend, and indemnify the City, its officers, agents and
<br />employees ("Indemnitees"), against any and all claims, costs, demands, causes of action, suits, losses, expenses, attorney's
<br />fees, or liability, arising from or in any manner related to Contractor's (includes Contractor's employees, agents, or
<br />subcontractors) negligent act or omission, whether alleged or actual, regarding the work or services performed or caused
<br />to be performed pursuant to this Agreement and any amendments thereto. Contractor shall not, however, be obligated to
<br />indemnify Indemnitees from Claims arising from the sole negligence or willful misconduct of Indemnitees. This
<br />indemnification includes any claim that the materials or equipment provided under this Agreement, or any tool, article or
<br />process used, constitutes an infringement of any patent issued by the United States. This indemnification provision shall
<br />survive termination or cancellation of the Agreement.
<br />6. Insurance. During the term of this Agreement, Consultant shall maintain in full force and effect, at its own
<br />cost and expense, insurance coverages with insurers with an A.M. Best's rating of no less than ANII. Contractor shall
<br />have the obligation to furnish City, as additional insured, the minimum coverages identified below, or such greater or
<br />broader coverage for City, if available in the Contractor's policies:
<br />a. General Liability and Bodily Injury Insurance. Commercial general liability insurance with limits of
<br />at least $2,000,000 combined limit for bodily injury and property damage that provides that the City, its officers,
<br />employees and agents are named additional insureds under the policy as evidenced by an additional insured endorsement
<br />satisfactory to the City Attorney. The policy shall further state in writing either on the Certificate of Insurance or attached
<br />rider that this insurance will operate as primary insurance for work performed by Contractor and its subcontractors, and
<br />that no other insurance effected by City or other named insured will be called on to cover a loss.
<br />b. Automobile Liability Insurance. Automobile liability insurance with limits not less than $2,000,000
<br />per person/per occurrence.
<br />c. Workers' Compensation Insurance. Workers' Compensation Insurance for all of Contractor's
<br />employees shall be in strict compliance with State laws, including a waiver of subrogation and Employer's Liability
<br />Insurance with limits of at least $1,000,000.
<br />For work or services deemed public works, by signing this Agreement, Contractor is certifying, pursuant
<br />to Section 1861 of the California Labor Code, that: "I am aware of the provisions of Section 3700 of the Labor Code
<br />which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in
<br />accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance
<br />of the work of this Contract."
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