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11. Status of ACCOUNTANTS' The performance by ACCOUNTANTS' hereunder shall be in the capacity of an independent contractor and not as an officer, agent or employee of CITY. 12. Completion of Work The work undertaken pursuant to this Agreement, including issuance of appropriate reports shall be completed with due diligence and quickly as possible upon notification that the City's and Agency's books are ready for audit. 13. Liability. Indemnification ACCOUNTANTS' shall defend, indemnify and save harmless CITY, its elected and appointed officials, officers, agents and employees from all liability from loss damage or injury to persons or property, including the payment by ACCOUNTANTS' of any and all legal costs and attorney's fees, in any manner arising out of any negligent or intentional or willful acts or omissions of ACCOUNTANTS' in performance of this Agreement, including but not limited to, all consequential damages to the maximum extent permitted by law. 14. INSURANCE With respect to performance of work under this agreement, ACCOUNTANTS' shall maintain and shall require all of its subcontractors to maintain insurance as described below: (a) Workers' compensation insurance with statutory limits, and employer's liability insurance with limits of not less than $ 1,000,000 per accident. Upon beginning work, ACCOUNTANTS' shall furnish to CITY a Certificate of Insurance as proof that full Worker's Compensation Insurance has been secured for all persons who may be employed directly or through subcontractors in carrying out the work specified herein, in accordance with the provisions of the laws of the State of California. In accordance with the provisions of California Labor Code, Section 3700, every employer shall secure the payment of employee compensation. ACCOUNTANTS' shall, prior to commencing work, sign and file with CITY a certification as follows: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self insurance in accordance with the provisions of that Code, and I will comply with such provisions before commenting the performance of the work of this Agreement." (b) Comprehensive general liability insurance with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include product/completed operations liability, owners and contractors protective, blanket contractual liability, personal injury liability, broad form property damage coverage and explosion, collapse and underground hazard coverage. (c) Comprehensive automobile liability insurance with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned hired and non -owned automobiles. (d) Professional liability (errors and omissions) insurance with a limit of not less than $1,000,000. Page 4 of 6