Agmt20 Hinderliter, de Llamas & Associates

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DocuSign Envelope ID: 1 C1 16E52-C95A-49D7-ABDF-F666336A629D 12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Consultant will provide to City certificates of insurance and above -referenced endorsements sufficient to satisfaction of City's Risk Manager. In no event will 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. 12.4 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. 12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete copies of any or all required insurance policies and endorsements. 13. Business License. Consultant will obtain and maintain a City of Redwood City Business License for the term of the Agreement, including any extension terms. 14. Ownership of Documents. All documents, preliminary drafts, communications and any and all other work products provided to the City either in hard copy or electronically shall be the property of the City. Consultant and City both acknowledge that this does not include any software, programs, methodologies or systems used in the creation of such work products, nor does it include any drafts, notes or internal communications created by Consultant in the course of performing the Services that were not otherwise provided to the City in either hardcopy or electronic form. Consultant and City further acknowledge that any documents, drafts, communications or other work products provided to the City may be considered public records subject to the California Public Records Act and/or may be discoverable through litigation. 15. Maintenance of Records. Consultant shall be responsible for retaining all final documents or other final work products provided to the City for a period of no less than three (3) years. Retention of any other documents, preliminary drafts, communications and any and all other work products provided to the City by the Consultant shall be the responsibility of the City. Consultant shall have no responsibility to retain any drafts, notes, communications, emails, or other writings created or received by Consultant in the course of performing the Services other than the final documents or other final work products provided 16. 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. 17. 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: 07-06-2020 MI ATTY/AGR.2020.116/Hinderliter, de Llamas & Associates (HdL) (Page 6 of 15)