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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. <br />14.1 "Developed Software" means software created or owned by Consultant identified <br />as a deliverable in the Order Form and delivered by Consultant in accordance with <br />specifications developed during the Services or set forth in the Order Form. <br />Developed Software may consist of Custom Software and/or Consultant Software, as <br />defined below. <br />14.2 "Custom Software" means that portion of the Developed Software first created <br />by Consultant under this Agreement. Consultant hereby grants City worldwide, non- <br />exclusive, fully paid, non -transferable perpetual license to use the Custom Software <br />created under this Agreement. To the extent that Custom Software embodies or is <br />inextricably linked to City's Confidential Information (defined below), whether <br />preliminary or final, such Custom Software will be deemed to be a work made for hire <br />and owned by City. City may modify and/or build upon City -owned Custom Software. <br />Custom Software, whether or not owned by the City, may be used by City without <br />permission or payment beyond this Agreement. <br />14.3 "Consultant Software" means pre-existing software owned by Consultant <br />incorporated into the Developed Software. Consultant retains all rights to Consultant <br />Software. Upon payment of all required Consultant fees, Consultant hereby grants <br />City a worldwide, non-exclusive, fully paid, non -transferable, perpetual license to use <br />the Consultant Software for City's internal business purposes. <br />14.4 "Third -Party Software" means software owned by a third party and delivered by <br />REV: 01-13-2021 PR <br />