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providing thirty (30) days prior written notice to Redwood City 2020 and City sent <br />pursuant to the Notice provisions of this Agreement. <br />11.3 Providing Certificates of Insurance and Endorsements. Prior to Redwood <br />City 2020 and City's execution of this Agreement, Consultant shall provide to <br />Redwood City 2020 and City certificates of insurance and above -referenced <br />endorsements sufficient to satisfaction of Redwood City 2020 and City's Risk <br />Manager. In no event shall Consultant commence any work or provide any <br />Services under this Agreement until certificates of insurance and endorsements <br />have been accepted by Redwood City 2020 and City's Risk Manager. <br />11.4 Failure to Maintain Coveraae. If Consultant fails to comply with these <br />insurance requirements, then Redwood City 2020 and City will have the option to <br />declare Consultant in breach, or may purchase replacement insurance or pay the <br />premiums that are due on existing policies in order to maintain the required <br />coverages. Consultant is responsible for any payments made by Redwood City <br />2020 or City to obtain or maintain insurance and Redwood City 2020 or City may <br />collect these payments from Consultant or deduct the amount paid from any <br />sums due Consultant under this Agreement. <br />11.5 Submission of Insurance Policies. Redwood City 2020 and City reserves <br />the right to require, at any time, complete copies of any or all required insurance <br />policies and endorsements. <br />12. Maintenance of Records. Consultant will maintain complete and accurate records <br />with respect to costs incurred under this Agreement. All records will be clearly <br />identifiable. Consultant will allow a representative of Redwood City 2020 and City during <br />normal business hours to examine, audit, and make transcripts or copies of records and <br />any other documents created pursuant to this Agreement. Consultant will allow <br />inspection of all work, data, documents, proceedings, and activities related to the <br />Agreement for a period of three (3) years from the date of final payment under this <br />Agreement. <br />13. Ownership of Documents. Any reports and other material prepared by or on <br />behalf of Consultant under this Agreement (collectively, the "Documents") shall be and <br />remain the property of Consultant. City may request copies of such Documents, and to <br />the extent Consultant agrees to provide copies of such Documents, they may be used <br />by City and its agents, employees, representatives, and assigns, in whole or in part, or <br />in modified form, for all purposes City may deem appropriate without further <br />employment of or payment of any compensation to Consultant. <br />14. Coovriahts. Consultant agrees that all copyrights that arise from the Services will <br />be vested in Redwood City 2020 and Consultant relinquishes all claims to the <br />copyrights in favor of Redwood City 2020. <br />ATTY/AGR/2017.202/S HAM LESS HEART COACHING <br />REV: 09-05-17 VR <br />Page 5 of 10 <br />