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Addendum #9
<br />Insurance to Be Provided by Trimble
<br />Trimble (hereinafter "Company") shall procure and maintain for the duration of the contract insurance against claims for
<br />security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer
<br />equipment), theft, or other misuse of Customer's data, infringement of intellectual property, invasion of privacy and breach of
<br />data, which may arise from or in connection with the performance of the work hereunder by Company, its agents,
<br />representatives, or employees.
<br />MINIMUM SCOPE AND LIMIT OF INSURANCE
<br />Coverage shall be at least as broad as
<br />1. Cyber Liability: Insurance, with limits not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage
<br />shall be sufficiently broad to respond to the duties and obligations as is undertaken by Company in this agreement and shall
<br />include, but not be limited to, claims involving security breach, system failure, data recovery, business Interruption, cyber
<br />extortion, social engineering, infringement of intellectual property, including but not limited to Infringement of copyright,
<br />trademark, trade dress, invasion of privacy violations, information theft, and release of private information. The policy shall
<br />provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
<br />2. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to the Consultant's profession and
<br />work hereunder, with limits not less than $2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall be sufficiently
<br />broad to respond to the duties and obligations as is undertaken by the Company in this agreement and shall include, but not be
<br />limited to, claims involving business Interruption, damage to or destruction of electronic information, and alteration of
<br />electronic information. The policy shall provide coverage for Company's failure to provide professional services and/or products
<br />under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of
<br />electronic data and/or information "property" of Customer in the care, custody, or control of Company.
<br />3. Workers' Compensation as required by the State of California, with statutory limits, and Employer's Liability insurance with
<br />limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or disease.
<br />If Company maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage,
<br />Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by Company. Any available
<br />insurance proceeds in excess of the specified minimum limits of Insurance and coverage shall be avaliable to Customer.
<br />Other Insurance Provisions
<br />The above required insurance policies are to contain or be endorsed to contain the following provisions
<br />1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as
<br />additional insureds, under Company's CGL, AL, with respect to any liability arising out of work or operations
<br />performed by or on behalf of the Company including materials, parts, equipment, and personnel furnished in
<br />connection with such work or operations.
<br />2. Company's Insurance companies agree to waive all rights of subrogation against City of Santa Ana, its City
<br />Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy
<br />which arise from work performed by Company under this Agreement.
<br />3. For any claims related to this contract, Company's insurance coverage shall be primary and any insurance
<br />maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not
<br />contribute with it.
<br />4. A severability of interest provision must apply for all the additional insureds, ensuring that Company's insurance
<br />shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the
<br />insurer's limits of liability.
<br />5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced
<br />in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior
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