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REV: 06-22-2021 MI
<br />damages, losses and expenses brought by third parties to this agreement) including attorney fees arising
<br />out of, or relating to, RWC’s active negligence or willful misconduct in its performance of the Services
<br />and Additional Services described in the GTC and Services Orders, including any loss of data, except
<br />where CUSTOMER has been found, in a court of competent jurisdiction, to be liable by reason of its
<br />active negligence or willful misconduct.
<br />CUSTOMER will defend, indemnify and hold harmless RWC and its officers, City Council, agents,
<br />employees and volunteers from and against all claims, damages, losses and expenses (including claims,
<br />damages, losses and expenses brought by third parties to this agreement) including attorney fees arising
<br />out of, or relating to, CUSTOMER’s active negligence or willful misconduct in its performance of the
<br />Services and Additional Services described in the GTC and Services Orders, including any loss of data,
<br />except where RWC has been found, in a court of competent jurisdiction, to be liable by reason of its
<br />active negligence or willful misconduct.
<br />17. Insurance.
<br />A. Liability Insurance.
<br />General Liability: Both Parties shall maintain commercial general liability insurance with coverage
<br />at least as broad as Insurance Services Office form CG 00 01, in an amount not less than one million
<br />dollars ($2,000,000) per occurrence for bodily injury, personal injury, and property damage, including
<br />without limitation, blanket contractual liability. Each Party’s general liability policies shall be endorsed
<br />using Insurance Services Office form CG 20 10 (or equivalent) to provide that the other party and its
<br />officers, officials, employees, and agents shall be additional insureds under such policies.
<br />Cyber Liability: Both Parites shall carry cyber liability insurance with limits not less than one million
<br />dollars ($1,000,000) per claim. Coverage shall be sufficiently broad to respond to the duties and
<br />obligations as is undertaken by the Parties in this agreement and shall include, but not be limited to,
<br />claims involving infringement of intellectual property, including but not limited to infringement of copyright,
<br />trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of
<br />electronic information, release of private information, alteration of electronic information, extortion, and
<br />network security. Alternatively, either party may elect to self-insure for such losses.
<br />B. Self Insurance.
<br />Notwithstanding the above, both Parties will have the right to self-insure against any and all perils
<br />and/or liabilities against which it would otherwise be required to insure and will also have the right to
<br />effect any such insurance by means of so-called “blanket” or “umbrella” policies of insurance.
<br />ATTY/AGR.2021.148/Redwood CIty (Page 5 of 8)
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