Agmt25 Smith-Emery of San Francisco, Inc.

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REV: 09-23-25 LF by the California Labor Code. The Workers’ Compensation policy will contain an endorsement stating that the insurer waives any right to subrogation against the City, its officers, agents, employees and volunteers. 12.1.4. Professional Liability Insurance. Consultant will maintain coverage with limits not less than $1,000,000 per occurrence. Professional Liability may be written as claims-made coverage. 12.1.5. Cyber Liability Insurance. Consultant will maintain Cyber Liability Insurance with limits not less than $1,000,000 per claim. Coverage will be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this Agreement and will 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 will 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, then City will have the option to declare Consultant in breach. 12.5. Submission of Insurance Policies. City reserves the right to require, at any time, complete copies of any or all required insurance policies and endorsements. 13. Business License. Consultant will obtain and maintain a City of Redwood City Business License for the term of the Agreement, including any extension terms. 14. Ownership of Documents. If Exhibit “A” or any task order or purchase order under this Agreement lists a document, report, or other material as an item to be provided by Consultant to City (a “Deliverable”), such Deliverable will be and remain the property of ATTY/AGR.2025.215/Smith-Emery (On-Call Geotechnical Professional Services) (Page 6 of 19)