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Agreement for HdL Services Exhibit C — General Terms and Conditions employees and volunteers as additional insureds, and to state that the insurance will be primary and not contribute with any insurance or self-insurance maintained by the City. ii. Business Automobile Liability Insurance. HdL shall maintain coverage with limits not less than $1,000,000 per each accident for owned, hired and non -owned automobiles. iii. Workers' Compensation and Employer's Liability Insurance. HdL shall maintain coverage as required by the California Labor Code and Employer's Liability limits with limits not less than $1,000,000 per each accident for bodily injury or disease. The Worker's Compensation policy shall contain an endorsement stating that the insurer waives any right to subrogation against the City, its officers, agents, employees, and volunteers. The Workers' Compensation and Employer's Liability Insurance will not be required if HdL has no employees and provides, to the City's satisfaction, a declaration stating this in a form acceptable to the City. iv. Professional Liability Insurance. HdL shall maintain coverage with limits not less than $1,000,000 per occurrence. Professional Liability may be written as claims - made coverage. V. Cyber Liability Insurance. Vendor must carry Cyber Liability Insurance with limits not less than $1,000,000 per claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, as well as credit monitoring expenses with limits sufficient to respond to these obligations. The policy shall provide that the City and its officers, officials, employees, and agents shall be additional insureds, and the policy shall be primary and non-contributory. B. Notice of Cancellation. This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without HdL providing thirty (30) days prior written notice to City sent pursuant to the Notice provisions of this Agreement. C. Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, HdL shall provide to City certificates of insurance and above -referenced endorsements sufficient to satisfaction of City's Risk Manager. In no event shall HdL commence any work or provide any Services under this Agreement until certificates of insurance and endorsements have been accepted by City's Risk Manager. D. Failure to Maintain Coverage. If HdL fails to comply with these insurance requirements, then City will have the option to declare HdL in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. HdL is responsible for any payments made by City to obtain or REV: 02-28-19 PR ATTY/AGR.2019.049/HDL Prime Business License & TOT Software