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as reasonably determined by the Client, then Rockfan shall, when notified by Client, immediately place such guaranteed
<br />work in a condition satisfactory to Client. Client shall have all available remedies to enforce such guaranty, except that
<br />Client shall not have any work performed independently to fulfill such guaranty and require Rockfan to pay Client such
<br />sums as were expended by the Client for such work, unless Client has first given notice to Rockfan of the deficiency
<br />and given Rockfan a reasonable opportunity to cure the same. Following such workmanship warranty period, Client
<br />may request, and Rockfan shall perform service and maintenance requests at Rockfan's then -current rates offered to
<br />municipal clients for service and maintenance of work installed by Rockfan. Rockfan's obligations under this subsection
<br />shall survive termination or expiration of this Agreement.
<br />g. Rockfan agrees to pass through to Client any manufacturer warranties applicable to equipment or materials
<br />integrated into the work. In the unlikely case that equipment or materials are defective or inferior, Rockfan will work with
<br />Client to expedite replacement or repairs in accordance with manufacturer warranty periods; in the case that warranty
<br />periods have expired, Rockfan will work in good faith with Client to find a mutually agreed -upon solution or remedy at
<br />the minimum cost to the Client.
<br />h. Rockfan agrees to procure and maintain, at its own cost, Comprehensive General Liability insurance with minimum
<br />combined single limits of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS
<br />($2,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage
<br />for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for
<br />contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The
<br />policy shall contain a severability of interests provision, and shall be endorsed to include Client, and its officers and
<br />employees, as additional insureds. The additional insured endorsement shall not contain any exclusion for bodily injury
<br />or property damage arising from completed operations. The policy shall be primary insurance, and any insurance
<br />carried by the Client, its officers, or its employees, shall be excess and not contributory insurance to that provided by
<br />Rockfan. Rockfan shall be solely responsible for any deductible losses under such policy. Certificates of insurance shall
<br />be completed by Rockfan's insurance agent as evidence that a policy providing the required coverages, conditions, and
<br />minimum limits is in full force and effect, and shall be subject to review and approval by the Client.
<br />i. To the fullest extent permitted by law, Rockfan agrees to indemnify and hold harmless the Client, and its officers and
<br />its employees, from and against all liability, claims, and demands, on account of any injury, loss, or damage, which arise
<br />out of or are connected with the work, if such injury, loss, or damage, or any portion thereof, is caused by, or claimed
<br />to be caused by, the act, omission, or other fault of Rockfan or any subcontractor of Rockfan, or any officer, employee,
<br />or agent of Rockfan or any subcontractor, or any other person for whom Rockfan is responsible. Rockfan shall
<br />investigate, handle, respond to, and provide defense for and defend against any such liability, claims, and demands,
<br />and to bear all other costs and expenses related thereto, including court costs and attorneys' fees. Rockfan's
<br />indemnification obligation shall not be construed to extend to any injury, loss, or damage which is caused by the act,
<br />omission, or other fault of Client.
<br />4. Effectiveness and Date. This Agreement is effective when all parties have signed it. The date of this Agreement is
<br />the date it is signed by the last party to sign.
<br />5. Time to Completion. Time is of the essence in all material respects with regard to the work contemplated under this
<br />contract. Rockfan shall perform the installation work on such date(s) and time(s) agreed to by the parties in a subsequent
<br />writing, which writing shall set forth a completion deadline, which may be extended by Client if Rockfan demonstrates
<br />to Client's satisfaction that an extension is needed due to equipment availability, labor needs, any requested or agreed
<br />Change Orders and similar factors that may affect the timeline for delivery of services.
<br />6. Additional Client Responsibilities; Release. The Client agrees to protect and keep unauthorized individuals away
<br />from the area of installation during performance of the Scope of Work, and to release Rockfan from any claims arising
<br />out of Client's failure to properly and safely secure such area. Client shall also release Rockfan from any claims arising
<br />out of improper or unsafe use the equipment installed or otherwise provided by Rockfan under this Agreement, and
<br />alteration of equipment or installation work, following Completion. The obligations and releases set forth in this
<br />Paragraph 6 shall survive the termination of this Agreement.
<br />7. Media Release. Client grants Rockfan the right, without compensation, to photograph, record video, and/or record
<br />installation projects before and during performance of services and after Completion, provided that Rockfan shall not
<br />photograph or record Client's employees or officers or members of the public without first obtaining the subject person's
<br />consent. Client further grants Rockfan the right to use those images and recordings in publicly disseminated information
<br />and materials in any medium, including but not limited to print, internet, social media, radio, television or other digital
<br />formats, provided the use does not (i) disparage or appear to disparage Client, its mayor, council members, officers,
<br />employees, or agents and others acting Client's behalf (collectively, the "Related Parties"), (ii) violate any of the
<br />proprietary rights of the Client or the Related parties, (iii) violate any applicable federal, state, or local law, rule, or
<br />regulation, (iv) associate the Client or related parties with any libelous, defamatory, obscene or unlawful material, or
<br />any material that might in any manner embarrass the Client or the Related Parties, or otherwise violate or infringe any
<br />right of any third party, or (v) imply sponsorship, endorsement or any association between Rockfan and Client or the
<br />Related Parties, unless Rockfan receives the City Manager's separate written permission to do so.
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