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officers, agents, employees, and volunteers. The Workers' Compensation and Employer's Liability
<br />Ins urancewiI I not be required if Cons uItanthas no employees and provides, to the City's satisfaction,
<br />a declaration stating this. Such declaration is attached hereto as Exhibit "C".
<br />6.1.4 Professional Liability Insurance. Consultant shall maintain coverage with limits not less than
<br />$1,000,000 per occurrence. Professional Liability maybe written as claims -ma de coverage.
<br />6.1.5 Cyber Liability Insurance. Consultantmust carry Cyber Liability lnsurancewith limits not less than
<br />$1,000,000 per claim. Coverageshall besufficiently broad to respond to the duties and obligations as
<br />is undertaken by Consultant in this agreementand shall include, but not be limited to, claims involving
<br />infringement of intellectual property, including but not limited to infringement of copyright,
<br />trademark, trade dress, invasion of privacyviolations, information theft, damage to or destructionof
<br />electronic information, releaseof private information, alteration of electronic information, extortion
<br />and network security. The policy shall provide coverage for breach response costs as well as
<br />regulatoryfines and penalties, as well as credit monitoring expens es with limits sufficientto respond
<br />to these obligations. The policy shall providethatthe City and its officers, officials, employees, and
<br />agents shall beaddi tional insureds, and the policyshall beprimary and non-contributory.
<br />6.2 Notice of Cancellation. This insurancewil[beinforceduringthelifeoftheAgreementand anyextensionsof
<br />it and will not be canceled without Consultant providingthirty (30) days prior written notice to City sent
<br />pursuanttothe Notice provisions of this Agreement.
<br />6.3 Providing Certificates of lnsuranceand Endorsements. Priorto City's execution of this Agreement, Consultant
<br />shallprovidetoCitycertificatesofinsuranceandabove-referencedendorsements sufficientto satisfaction of
<br />City's Risk Manager. In no event shall Consultant commence any work or provide any Services under this
<br />Agreement until certificates ofinsuranceandendorsements have been accepted by City's Risk Manager.
<br />6.4 Failureto Maintain Coverage. If Consultantfails to comply with these insurance requirements, then City will
<br />have the option to declareConsultantin breach, or may purchasereplacement i nsuranceor paythe premiums
<br />that are due on existing policies in order to maintain the required coverages. Consultant is responsiblefor any
<br />payments made by City to obtain or maintain insuranceand City may collectthese payments from Consultant
<br />or deduct the amount paid from any sums due Consultant under this Agreement.
<br />6.5 Submissionof Insurance Policies. Cityreservesthe rightto require, at anytime, complete copies of any oral]
<br />required insurance policies and endorsements.
<br />7.0 INDEMNIFICATION; LIMITATION ON LIABILITY.
<br />7.1 Indemnity. To the full extent permitted bylaw, Consultantshall indemnify, defend and hold harmless City,its
<br />elected officials, officers and employees ("City's Parties") from and against any liability (including liability for
<br />claims, suits, actions, losses, expenses or costs of any kind, whether actual, alleged or threatened, including
<br />attorneys' fees and costs, court costs, defense costs and expert witness fees), arising fromthird party actions,
<br />where the sameariseoutof, area consequenceof, or arein anyway attributableto, in wholeor in part, (i) the
<br />breach of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable,
<br />including butnotlimited to officers, agents, employees or subcontractors of Consultant ("Consultant Parties");
<br />(H)the negligent acts or willful misconductof Consultant Parties in providingthe Services in connection with
<br />this Agreement; (iii) anyviolation of applicablelaws, rules or regulations, including any claims bya third part/
<br />that the Services provided by Consultant i nfri nge th e intellectual property rights of such third party, provided,
<br />however, that Consultant is not responsiblefor any infringementclaimwi th respect to the Software; or (v) any
<br />Data Breach that arises as a resultof the negligent or willful failureof Consultant Parties tofol lowthe security
<br />requirements for City Data that are set forth in this Agreement.
<br />The indemnification obligation for infringement shall not be applicable to the extent the infringement is
<br />attributable to the acts or omissions of the City including, without limitation, materials, specifications, or
<br />GENERAL TERMS AND CONDITIONS Page 7
<br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES
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