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13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Consultant shall provide to City certificates of insurance and above -referenced endorsements sufficient to satisfaction of City's Risk Manager. In no event shall Consultant commence any work or provide any Services under this Agreement until certificates of insurance and endorsements have been accepted by City's Risk Manager. 13.4 Failure to Maintain Coverage. If Consultant fails to comply with these insurance requirements, then City will have the option to declare Consultant in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Consultant is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Consultant or deduct the amount paid from any sums due Consultant under this Agreement. 13.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete copies of any or all required insurance policies and endorsements. 14. Business License. Consultant 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. 15. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Consultant will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 16. Ownership of Data/Documents. Any reports and other material provided by City to Consultant under this Agreement (collectively, the "Documents") shall be and remain the property of City. Additionally, all City Data shall be and remain the property of City. Upon termination of this agreement, Consultant shall return all Documents and City Data to City and shall, after such return, destroy any remaining copies of such Documents and City Data, in whatever format. For clarity, all City Data shall remain City's property and all Packet Fusion intellectual property in any form shall remain Consultant's exclusive property. 17. Copyrights. Consultant agrees that all copyrights that arise from the Services will be vested in City and Consultant relinquishes all claims to the copyrights in favor of City. 18. Notices. The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Consultant under this Agreement. REV: 11-14-18 DZ Page 6 of 11 ATrY/AGR.2018.265/Packet Fusion - IVR System Development & Implementation