Agmt08 Gardner Center for Youth, Stanford and SPHERE

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6. Insurance. Each Consultant will obtain and maintain policies of commercial general liability insurance or self-insurance, automobile liability insurance or self-insurance, a combined policy of workers' compensation, employers liability insurance or self-insurance, and professional liability insurance or self- insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's 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. Each Consultant will obtain occurrence coverage for any third party insurance, excluding Professional Liability, which will be written as claims-made coverage. The insurance or self-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 any General and Automobile liability. Consultants' 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 Consultants' insurance and not contributory with it. Consultants will furnish certificates of insurance and endorsements to City prior to City's execution of this Agreement. 7. Conflict of Interest. City will evaluate Consultants' duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Consultants or any of Consultants' employees, agents or subcontractors. Should it be determined that disclosure is required, Consultants or Consultants' 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. Consultants will comply with all applicable local, state and federal laws and regulations in general, including prohibiting discrimination and harassment. 9. Termination. City or Consultants may terminate this Agreement at any time after a discussion. Specifically, after notification via the United States Postal Service: a. By SPHERE or JGC on the one hand, or Redwood City on the other hand, immediately in the event of a material breach of this Agreement by the other party. b. By SPHERE, JGC or Redwood City upon 30 days notice to another party. At the termination of this agreement or upon written request of Redwood City, whichever is earlier, Consultants shall return all confidential and/or sensitive information promptly and destroy all copies or derivations of the confidential and/or sensitive information utilizing an approved method of confidential destruction, including shredding, burning or certified/witnessed destruction for physical materials and verified erasure of magnetic media using approved methods of electronic file destruction. 10. Claims and Lawsuits. Each Consultant acknowledges that, to the extent applicable, it may be subject to civil penalties for the filing by that Consultant of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq.. Consultants further acknowledge that debarment by another jurisdiction is grounds for the City to terminate this Agreement. 11. Assiqnment. Consultants 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. 12. Amendments. This Agreement may be amended by mutual consent of City and Consultants. Any amendment will be in writing, signed by both parties, with a statement of the changes in charges or time schedule. City Attorney Approved Version #05.22.01 2