Agmt21 Cleverciti Systems, Corp.

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by Contractor 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 noncontributory. 18.2. 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 Contractor providing thirty (30) days prior written notice to City sent pursuant to the Notice provisions of this Agreement. 18.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will provide to City certificates of insurance and above -referenced endorsements sufficient to satisfaction of City's Risk Manager. In no event will Contractor commence any work or provide any Services under this Agreement until certificates of insurance and endorsements have been accepted by City's Risk Manager. 18.4 Failure to Maintain Coverage. If Contractor fails to comply with these insurance requirements, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 18.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete copies of any or all required insurance policies and endorsements. 19. Business License. Contractor will obtain and maintain a City of Redwood City Business License for the term of the Agreement, including any extension terms. 20. Limitation of Liability. To the maximum extent permitted by applicable law, and even if a limited or exclusive remedy fails of its essential purpose, City and Contractor agree that, with respect to all claims under this Agreement, neither party's liability for damages (including those based on breach of contract, negligence, misrepresentation, or other contract or tort claim) shall exceed, in the aggregate, the total contract value. The above limitation of liability shall not apply to any liability, claims or damages which are referred to in Section 17 (Indemnification). REV: 12-10-2020 SK ATTY/AGR.2020.282/Cleverciti (Parking Guidance System Project) (Page 15 of 54)