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REV: 10-11-24 LF <br />12.1.6 Cyber Liability Insurance Vendor must carry Cyber Liability <br />Insurance with limits not less than $1,000,000 per claim. Coverage shall be <br />sufficiently broad to respond to the duties and obligations as is undertaken <br />by Vendor in this agreement and shall include, but not be limited to, claims <br />involving infringement of intellectual property, including but not limited to <br />infringement of copyright, trademark, trade dress, invasion of privacy <br />violations, information theft, damage to or destruction of electronic <br />information, release of private information, alteration of electronic <br />information, extortion and network security. The policy shall provide <br />coverage for breach response costs as well as regulatory fines and <br />penalties, as well as credit monitoring expenses with limits sufficient to <br />respond to these obligations. The policy shall provide that the City and its <br />officers, officials, employees, and agents shall be additional insureds, and <br />the policy shall be primary and non-contributory. <br />12.2. Notice of Cancellation. This insurance will be in force during the life of the <br />Agreement and any extensions of it and will not be canceled without Consultant <br />providing thirty (30) days prior written notice to City sent pursuant to the Notice <br />provisions of this Agreement. <br />12.3. Providing Certificates of Insurance and Endorsements. Prior to City’s <br />execution of this Agreement, Consultant will provide to City certificates of <br />insurance and above-referenced endorsements sufficient to satisfaction of City’s <br />Risk Manager. In no event will Consultant commence any work or provide any <br />Services under this Agreement until certificates of insurance and endorsements <br />have been accepted by City’s Risk Manager. <br />12.4. Failure to Maintain Coverage. If Consultant fails to comply with these <br />insurance requirements, then City will have the option to declare Consultant in <br />breach, or may purchase replacement insurance or pay the premiums that are due <br />on existing policies in order to maintain the required coverages. Consultant is <br />responsible for any payments made by City to obtain or maintain insurance and <br />City may collect these payments from Consultant or deduct the amount paid from <br />any sums due Consultant under this Agreement. <br />12.5. Submission of Insurance Policies. City reserves the right to require, at any <br />time, complete copies of any or all required insurance policies and endorsements. <br />13. Business License. Consultant will obtain and maintain a City of Redwood City <br />Business License for the term of the Agreement, including any extension terms. <br />14. Ownership of Documents. If Exhibit “A” or any task order or purchase order under <br />this Agreement lists a document, report, or other material as an item to be provided by <br />Consultant to City (a “Deliverable”), such Deliverable will be and remain the property of <br />City. Consultant will provide a copy of all Deliverables to City in their native format. <br />Consultant may retain one copy of any Deliverable for its internal records, but it may not <br />ATTY/AGR.2024.188/Brainfuse, LLC (Brainfuse, LLC 2024) (Page 6 of 15)