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16.5. Waiver; Remedies Non -Exclusive. No failure or delay on the part of any Party in exercising any right or remedy provided in this Agreement will operate as a waiver thereof. Unless otherwise provided herein, any remedy will be cumulative to any other right or remedy available at law or in equity. 16.6. Survival. Sections 2-4, 7-12, and 15 shall survive the termination or rescission of this Agreement 16.7. Provider Shared Facilities. Provider may utilize facilities located outside the United States to provide support orthe Services under this Agreement, and if such centers are utilized they shall be underthe control of Provider and subject to all Provider policies that govern data access, protection and transport in the United States. 16.8. Entire Agreement. This Agreement represents the entire Agreement of the Parties and supersedes all previous and contemporaneous communications or agreements regarding the subject matter hereto. Agency by its signature below hereby certifies that Agency agrees to be bound by the terms and conditions of this Agreement including those terms and conditions posted on web pages specifically set forth herein or contained with any software provided under this Agreement, as may be updated from time to time. Any additional terms or conditions contained in purchase orders or other forms are expressly rejected by Provider and shall not be binding. Acceptance or non -rejection of purchase orders or other forms containing such terms; Provider's continuation of providing Products or Services; or any other inaction by Provider shall not constitute Provider's consent to or acceptance of any additional or different terms from that stated in this Agreement. This Agreement may only be modified by a written document signed by both Parties. 16.9. Governing Law. The Agreement will be governed by and construed under the laws of the State of California excluding its conflict of law rules. 17. INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, eitherthe general aggregatelimit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the genera laggregate limit shall be twice the required occurrence limit. 2. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if Provider provides written verification, it has no employees) 3. Professional Liability (Errors and Omissions) Insurance appropriates to the Provider'sprofession, with limit no less than $2,000,000 per occurrence or claim, $2,000,OOOaggregate. If the Provider maintains broader coverage and/or higher limits than the minimums shown above, the Agency requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The Agency, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Provider including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Provider's insurance (at least as broad as ISO Form CG 20 10 1185; or CG 20 26 04 13 or bothCG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Confidential — Law Enforcement Agreement (Q3.21.V1) hawC3222022 Page 8 of 11