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REV: 03-27-25 MI 12.1.4. Employer's Liability Insurance. Consultant will maintain coverage with limits of $1,000,000 per each accident for bodily injury or disease. 12.1.5. Professional Liability Insurance (Tech E&O and Cyber). Consultant will maintain coverage with limits of $1,000,000 per claim. Professional Liability may be written as claims-made coverage. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant 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. 12.2. 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 Consultant providing thirty (30) days prior written notice to City sent pursuant to the Notice provisions of this Agreement. 12.3. Providing Certificates of Insurance and Endorsements. Prior to City’s execution of this Agreement, Consultant will provide to City certificates of insurance and above-referenced endorsements sufficient to satisfaction of City’s Risk Manager. In no event will Consultant commence any work or provide any Services under this Agreement until certificates of insurance and endorsements have been accepted by City’s Risk Manager. 12.4. Failure to Maintain Coverage. If Consultant fails to comply with these insurance requirements, the parties agree that such failure shall constitute a material breach and the City may, at its option, seek termination in accordance with the termination provision provided herein. 13. Reserved. 14. Reserved. 15. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Such records will not be Deliverables prepared for City and will be Consultant Documents for purposes of this Agreement. Nothing herein will convert such records into public records, and they will be available only to City and any specified public agencies. Consultant will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created ATTY/AGR.2025.049/Invoice Cloud (Page 6 of 39)