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Key Rating guide of at least A-V in an amount of not less than five hundred thousand dollars ($500,000) each, except for Worker's Compensation and unless otherwise authorized and approved by the Risk Manager or the City Manager in consultation with the City Attorney. Worker's Compensation limits, if applicable, will be set at those limits required by the California Labor Code. Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City, its officers, agents, volunteers and employees will be named as additional insureds on General and Automobile liability. Consultant's insurance coverage will be primary insurance with respect to City, its officers, agents, volunteers and employees. Any insurance or self-insurance maintained by the City will be in excess of Consultant's insurance and not contributory with it. Consultant will furnish certificates of insurance and endorsements to City prior to City's execution of this Agreement. 7. Conflict of Interest. City will evaluate Consultant's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Consultant or any of Consultant's employees, agents or subcontractors. Should it be determined that disclosure is required, Consultant or Consultant's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 8. Compliance With Laws. Consultant will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Redwood City Business License for the term of this Agreement. 9. Termination. For Convenience: This Agreement may be terminated by the City if all or part of applicable funding becomes unavailable to the City. If applicable funding is reduced, City may either cancel this Agreement or offer a contract amendment reflecting the reduced funding. If this Agreement is cancelled, the City agrees to reimburse the Consultant for all expenditures made in good faith that are unpaid at the time of termination, including all work products completed or in-process, and for the time required to discontinue onsite activities in an orderly manner, not to exceed the maximum amount payable under this Agreement. For Default: Either party shall have the right to terminate this Agreement if the other party is in default of any obligation hereunder and such default is not cured within thirty (30) days of receipt of a notice specifying such default. In the event of such a termination, the City shall reimburse the Consultant for all work that had been satisfactorily completed prior to such termination. 10. Claims and Lawsuits. By signing this Agreement, Consultant agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq. Consultant further acknowledges that debarment by another jurisdiction is grounds for the City of Redwood City to terminate this Agreement. 11. Venue and Jurisdiction. Consultant agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the Superior Court, San Mateo County, California. 12. Assiqnment. Consultant may not assign this Agreement or any part of it, or any monies due or to become due under it, without the prior written consent of City. 13. Amendments. This Agreement may be amended by mutual consent of City and Consultant. Any amendment will be in writing, signed by both parties, with a statement of the changes in charges or time schedule. Agreement under $10K City Attorney Approved Version 111803 2 .,...,.. I T