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6.A. - Page 12 of 22
<br />iii Workers' Compensation and Employer's Liability Insurance. OpenGov shall maintain coverage as
<br />required by the California Labor Code and Employer's Liability limits with limits not less than $1,000,000 per
<br />each accident for bodily injury or disease. The Worker's Compensation policy shall contain an endorsement
<br />stating that the insurer waives any right to subrogation against the City, its officers, agents, employees, and
<br />volunteers. The Workers' Compensation and Employer's Liability Insurance will not be required if OpenGov
<br />has no employees and provides, to the City's satisfaction, a declaration stating this in a form acceptable to
<br />the City.
<br />iv Professional Liability Insurance. OpenGov shall maintain coverage with limits not less than $1,000,000
<br />per occurrence. Professional Liability may be written as claims -made coverage.
<br />V Cyber Liability Insurance. Vendor must carry Errors and Omissions Insurance which covers Cyber
<br />Liability Insurance with limits not less than $1,000,000 per claim. Coverage shall be sufficiently broad to
<br />respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not
<br />be limited to, claims involving infringement of intellectual property, including but not limited to infringement of
<br />copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction
<br />of electronic information, release of private information, alteration of electronic information, extortion and
<br />network security. The policy shall provide coverage for breach response costs as well as regulatory fines and
<br />penalties, as well as credit monitoring expenses with limits sufficient to respond to these obligations. The
<br />policy shall provide that the City and its officers, officials, employees, and agents shall be additional
<br />insureds, and the policy shall be primary and non-contributory.
<br />11.2 Notice of Cancellation. This insurance will be in force during the life of the Agreement and any extensions of
<br />it and will not be canceled without OpenGov providing thirty (30) days prior written notice to City sent pursuant to
<br />the Notice provisions of this Agreement.
<br />11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
<br />OpenGov shall provide to City certificates of insurance and above -referenced endorsements sufficient to
<br />satisfaction of City's Risk Manager. in no event shall OpenGov commence any work or provide any Services
<br />under this Agreement until certificates of insurance and endorsements have been accepted by City's Risk
<br />Manager.
<br />11.4 Failure to Maintain Coverage. If OpenGov falls to comply with these insurance requirements, then City will
<br />have the option to declare OpenGov in breach or may purchase replacement insurance or pay the premiums that
<br />are due on existing policies in order to maintain the required coverages. OpenGov is responsible for any
<br />payments made by City to obtain or maintain insurance and City may collect these payments from OpenGov or
<br />deduct the amount paid from any sums due OpenGov under this Agreement.
<br />11.5 Submission of insurance Policies. City reserves the right to require, at any time, complete copies of any or
<br />all required insurance policies and endorsements
<br />12. MISCELLANEOUS
<br />12.1 Logo Use. Upon written approval from Customer, OpenGov shall have the right to use and display
<br />Customer's logos and trade names for marketing and promotional purposes in connection with OpenGov's
<br />website and marketing materials, subject to Customer's trademark usage guidelines provided to OpenGov.
<br />12.2 Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or telephone
<br />communications. However, for notices required by the Agreement (in Sections where the word "notice" appears)
<br />the parties must communicate more formally in a writing given by personal delivery, by pre -paid first-class mail or
<br />by overnight courier to the address specified in the most recent Order Form (or such other address as may be
<br />specified in writing in accordance with this Section).
<br />12.3 Anti -corruption. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment, gift,
<br />or thing of value to any Customer personnel in connection with the Agreement. If OpenGov become aware of any
<br />violation of the above restriction then OpenGov shaff promptly notify Customer.
<br />12.4 Force Ma'eure. Neither party shall be held responsible or liable for any losses arising out of any delay or
<br />failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of
<br />governmental authority, or due to war, riot, labor difficulty, failure of performance by any third -party service,
<br />REV: 03-25-19 PR Page 7 of 17
<br />ATTY/AGR.2019.068/OpenGov Software Suite
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