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12.1.4 Employer's Liability Insurance. Consultant will maintain coverage <br />with limits not less than $1,000,000 per each accident for bodily injury or <br />disease. <br />12.1.5 Professional Liability Insurance. Consultant will maintain coverage <br />with limits not less than $1,000,000 per occurrence. Professional Liability <br />may be written as claims -made coverage. <br />12.2. Notice of Cancellation. This insurance will be in force during the life of the <br />Agreement and any extensions of it and will not be canceled without Consultant <br />providing thirty (30) days prior written notice to City sent pursuant to the Notice <br />provisions of this Agreement. <br />12.3 Providing Certificates of Insurance and Endorsements. Prior to City's <br />execution of this Agreement, Consultant will provide to City certificates of <br />insurance and above -referenced endorsements sufficient to satisfaction of City's <br />Risk Manager. In no event will Consultant commence any work or provide any <br />Services under this Agreement until certificates of insurance and endorsements <br />have been accepted by City's Risk Manager. <br />12.4 Failure to Maintain Coverage. If Consultant fails to comply with these <br />insurance requirements, then City will have the option to declare Consultant in <br />breach, or may purchase replacement insurance or pay the premiums that are due <br />on existing policies in order to maintain the required coverages. Consultant is <br />responsible for any payments made by City to obtain or maintain insurance and <br />City may collect these payments from Consultant or deduct the amount paid from <br />any sums due Consultant under this Agreement. <br />12.5 Submission of Insurance Policies. City reserves the right to require, at any <br />time, complete copies of any or all required insurance policies and endorsements. <br />13. Business License. Consultant will obtain and maintain a City of Redwood City <br />Business License for the term of the Agreement, including any extension terms. <br />14. Ownership of Documents and Associated Intellectual Property. If Exhibit A or any <br />task order or purchase order under this Agreement lists a document, report, or other <br />material as an item to be provided by Consultant to City (a "Deliverable"), such Deliverable <br />and associated intellectual property will become and remain the property of City, upon <br />payment of all sums due to Consultant hereunder. In all instances, Consultant shall <br />remain the owner of any pre-existing intellectual property, including but not limited to <br />standard document templates, and architectural specifications and details, created prior <br />to the effective date of this agreement or in connection with other clients or projects. <br />Consultant will provide a copy of all Deliverables to City in their native format. Consultant <br />may retain one copy of any Deliverable for its internal records, but it may not use a <br />Deliverable for any other purpose without the prior written consent of City. Any reports <br />and other material prepared by or on behalf of Consultant under this Agreement that are <br />REV: 11-06-19 PR <br />