SMART ENERGY SYSTEMS, INC - FOURTH AMENDMENT (#2024086)

incident. Consultant shall (1)cooperate with City to investigate and resolve the data breach, (2)promptly implement necessary remedial measures, if necessary, and(3)document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. 11. Insurance. During the term of this Agreement, Consultant shall maintain in full force and effect, at its own cost and expense, insurance coverages with insurers with an A.M. Best's rating of no less than A:VII. Contractor shall have the obligation to furnish City, as additional insured,the minimum coverages identified below, or such greater or broader coverage for City, if available in the Contractor's policies: a. General Liability and Bodily Injury Insurance. Commercial general liability insurance with limits of at least$2,000,000 combined limit for bodily injury and property damage that provides that the City, its officers, employees and agents are named as additional insureds under the policy as evidenced by an additional insured endorsement satisfactory to the City Attorney. The policy shall state in writing either on the Certificate of Insurance or attached rider that this insurance will operate as primary insurance for work performed by Consultant and its subconsultants, and that no other insurance effected by City or other named insured will be called on to cover a loss. b. Workers' Compensation Insurance. Workers' Compensation Insurance for all of Consultant's employees, in strict compliance with State laws, including a waiver of subrogation and Employer's Liability Insurance with limits of at least $1,000,000. C. Certificate of Insurance. Consultant shall file a certificate of insurance with the City prior to the City's execution of this Agreement, and prior to engaging in any operation or activity set forth in this Agreement. The Certificate of Insurance shall provide in writing that the insurance afforded by this Certificate shall not be suspended, voided, canceled, reduced in coverage or in limits without providing notice to the City in accordance with California Insurance Code section 677.2 which requires the notice of cancellation to: 1) include the effective date of the cancellation; 2)include the reasons for the cancellation; and 3)be given at least 30 days prior to the effective date of the cancellation, except that in the case of cancellation for nonpayment of premiums or for fraud, the notice shall be given no less than 10 days prior to the effective date of the cancellation.Notice shall be sent by certified mail, return receipt requested. In addition,the insured shall provide thirty 30)days prior written notice to the City of any cancellation, suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement.The City reserves the right to require complete certified copies of policies. d. Waiver of Subro agtion. The insurer agrees to waive all rights of subrogation against the City, its officers, employees and agents. e. Defense Costs. Coverage shall be provided on a"pay on behalf of basis, with defense costs payable in addition to policy limits. There shall be no cross-liability exclusions. f.Subcontractors.Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited naming additional insureds. 12. Notices. All notices herein required shall be in writing and shall be sent by certified or registered Docusign Envelope ID: 8554268A-3B16-47CD-A583-5329ACD47579