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l insurance in the State of Califomia which has a current rating in the BesYS Key Rating guide of at least A- :V in an amount of not less than five hundred thousand dollars ($500,000) each, except for Workers Compensation and unless otherwise authorized and approved by the Risk Manager or the City Manager in consultation with the City Attomey. Workers Compensation limits, if applicable, will be set at those limits required by the California Labor Code. Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance wili 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 wili be named as additional insureds on Generai and Automobile liability. ConsultanYs insurance coverage wiil 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 ConsultanPs insurance and not contributory with it. Consultant will furnish certificates of insurance and endorsements to City prior to City's execution of this Agreement. 7. Business License. Consuitant will obtain and maintain a City of Redwood City Business License for the term of the Agreement, as may be amended from time-to-time. 8. Conflict of Interest. City will evaluate Consultant's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Consultant or any of ConsultanYs employees, agents or subcontractors. Should it be determined that disclosure is required, Consultant or Consultant's 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. 9. Compliance With Laws. Consultant will comply with all applicable iocal, state and federal laws and regulations prohibiting discrimination and harassment and wiil obtain and maintain a City of Redwood City Business License for the term of this Agreement. 10. Termination. City or Consultant may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay ConsultanYs costs for Services completed up to the time of termination, if the Services have been completed in accordance with the Agreement. 11. Ciaims and Lawsuits. By signing this Agreement, Consultant agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq. Consultant further acknowledges that disbarment by another jurisdiction is grounds for City to terminate this Agreement. 12. Venue and Jurisdiction. Consultant agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the Superior Court, San Mateo County, California. 13. Assiqnment. Consultant 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. 14. Amendments. This Agreement may be amended by mutual consent of City and Consultant. Any amendment will be in writing, signed by both parties, with a statement of the changes in charges or time schedule. /// //I 2