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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. If Exhibit "A" or any task order or purchase order under
<br />this Agreement lists a document, report, or other material as an item to be provided by
<br />Consultant to City (a "Deliverable"), such Deliverable will be and remain the property of
<br />City. Consultant will provide a copy of all Deliverables to City in their native format.
<br />Consultant may retain one copy of any Deliverable for its internal records, but it may not
<br />use a Deliverable for any other purpose without the prior written consent of City. Any
<br />reports and other material prepared by or on behalf of Consultant under this Agreement
<br />that are not Deliverables (collectively, the "Consultant Documents") will be and remain
<br />the property of Consultant. City may request copies of Consultant Documents, and to the
<br />extent Consultant agrees to provide copies of such Consultant Documents, they may be
<br />used by City and its agents, employees, representatives, and assigns, in whole or in part,
<br />or in modified form, for all purposes City may deem appropriate without further
<br />employment of or payment of any compensation to Consultant. However, notwithstanding
<br />the foregoing, Consultant shall retain all rights, titles, and interests, including but not
<br />limited to all ownership and intellectual property rights, in all inventions, improvements,
<br />discoveries, methodologies, models, formats, software, algorithms, processes,
<br />procedures, designs, specifications, findings, and other intellectual properties developed,
<br />gathered, compiled or produced by Consultant prior to or independently of any of its
<br />Services under this Agreement ("Background IP"), including such Background IP that
<br />Consultant may employ in the performance of this Agreement, or may incorporate into
<br />any part of the Deliverables. Consultant grants City an irrevocable, non-exclusive,
<br />transferable, royalty -free license in perpetuity to use, disclose, and derive from such
<br />Background IP, but only as an inseparable part of the Deliverables. Consultant shall
<br />secure all licenses necessary for City to utilize Consultant's Services and the Deliverables
<br />for their intended purposes. Consultant shall not be liable or responsible for any
<br />alterations, modifications or additions made to the Deliverables or Consultant Documents
<br />REV: 03-04-21 PR
<br />ATTY/AGR.2021.047/Fehr & Peers (Bicycle & Pedestrian Plan and Vision Zero Action P) (Page 6 of 31)
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