§ 7. Insurance.

7.1

Minimum Insurance Requirements. Wildflower shall obtain and maintain at its sole cost and expense for the duration of this Agreement insurance pursuant to the terms and conditions described in this Section.

(a)

Minimum Insurance. Wildflower shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

(i)

General Liability: A policy or policies of Comprehensive General Liability Insurance, with minimum limits of $2,000,000 combined single-limit per-occurrence for bodily injury, personal injury, death, loss and property damage resulting from wrongful or negligent acts by Wildflower. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

(ii)

Automobile Liability: A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of $1,000,000 combined single-limit per-accident for bodily injury and property damage covering any vehicle utilized by Wildflower in performing the work covered by this Agreement

(iii)

Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code, and Employer's Liability limits of $1,000,000 per accident.

(b)

Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions shall not exceed $25,000; provided, however, if Wildflower's insurance policy expressly provides (i) that the insurer is required to pay covered claims with no deduction for all or any part of the Wildflower's deductible, and (ii) insurer's obligation to pay covered claims is triggered irrespective of whether or not the insured pays the deductible, then Wildflower's deductible shall not exceed $100,000 for Comprehensive General Liability Insurance, $100,000 for Comprehensive Vehicle Liability Insurance and $250,000 for Workers' Compensation and Employer's Liability coverage.

(c)

Other Insurance Provisions. The policies shall contain, or be endorsed to contain, the following provisions:

(i)

General Liability and Automobile Liability Coverage.

(1)

The City, and its elected and appointed council members, board members, commissioners, officers and officials (the "Insureds'') shall be named as additional insureds on all required insurance policies, except for Workers' Compensation and Employer's Liability policies.

(2)

Wildflower's insurance coverage shall be primary insurance as respects the Insureds with respect to the matters covered by this Agreement. Any insurance or self-insurance maintained by the Insureds shall be in excess of Wildflower's insurance and shall not contribute with it.

(3)

Any failure of Wildflower to comply with reporting provisions of the policies shall not affect coverage provided to the Insureds.

(4)

Wildflower's insurance shall apply separately to each of the Insureds against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. Each of the Insureds is subject to all policy terms and conditions and has an obligation, as an Insured, to report claims made against them to the insurance carrier.

(ii)

Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Insureds for losses arising from work performed by Wildflower in the City's ROW.

(iii)

All Coverages. Except for non-payment of premium, each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled or reduced in coverage or limits by the insurer except after thirty (30) days' prior written notice has been given to the City. If for any reason insurance coverage is canceled or reduced in coverage or in limits, Wildflower shall within two (2) business days of notice from the insurer, notify the City by phone or fax of the changes to or cancellation of the policy and shall confirm such notice via certified mail, return receipt requested.

(d)

Acceptability of Insurers. Insurance shall be placed with insurers with an A.M. Best rating of no less than A-:VII.

(e)

Verification of Coverage. Wildflower shall furnish the City with certificates of insurance required by this Section 7. The certificates for each insurance policy are to be signed by a person, either manually or electronically, authorized by that insurer to bind coverage on its behalf. All certificates are to be received and approved by the City before work commences.

(f)

Secondary Parties. In the event Wildflower hires any subcontractors, independent contractors or agents ("Secondary Parties") to locate, place, attach, install, operate, use, control, replace, repair or maintain the Network, Wildflower shall require the Secondary Parties to obtain and maintain insurance commensurate to the work such Secondary Parties perform.